and in order,
without any responsibility for further investigation. None of the above shall
affect, impair, or prevent the vesting of any rights or powers of Freddie Mac
under this Agreement.
In furtherance and extension, and not in limitation, of the specific provisions
set forth above, any action taken or omitted by Freddie Mac (including in its
capacity as Bondholder Representative) under or in connection with the Sponsor
Documents or any Owner Document, or any related certificates or other documents,
if taken or omitted in good faith and not in
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contravention of the terms hereof, shall be binding upon the applicable Owner,
the Bond Trustee, the Issuer, the Sponsor, Guarantor, the Remarketing Agent, the
Administrator, the Pledge Custodian and Freddie Mac, and shall not, under any
circumstance, put Freddie Mac under any resulting liability to any of them.
Section 3.14
Pledged Class A Certificates and Class B Certificates.
(A)
THE SPONSOR ACKNOWLEDGES THAT PLEDGED CLASS A CERTIFICATES WILL BE
PURCHASED BY THE ADMINISTRATOR, ON BEHALF OF THE SPONSOR, TO THE EXTENT THAT
FREDDIE MAC HAS MADE A LIQUIDITY ADVANCE TO PURCHASE SUCH PLEDGED CLASS A
CERTIFICATES OR THE PLEDGE CUSTODIAN HAS FUNDED SUCH A PURCHASE IN CONNECTION
WITH A SPECIAL ADJUSTMENT EVENT.
SUCH PLEDGED CLASS A CERTIFICATES WILL BE
PLEDGED TO FREDDIE MAC PURSUANT TO ARTICLE VIII OF THIS AGREEMENT.
(B)
AS A CONDITION TO DELIVERY BY FREDDIE MAC OF EACH
SERIES CERTIFICATE AGREEMENT, THE SPONSOR WILL DELIVER THE CLASS B CERTIFICATES
TO FREDDIE MAC, AS PLEDGE CUSTODIAN UNDER THIS AGREEMENT, TO BE HELD IN THE NAME
OF THE SPONSOR FOR THE BENEFIT OF FREDDIE MAC AS SECURITY FOR THE OBLIGATIONS OF
THE SPONSOR HEREUNDER.
ANY TRANSFER, PLEDGE OR ASSIGNMENT OF THE CLASS B
CERTIFICATES SHALL BE SUBJECT TO THE LIEN AND COVENANTS SET FORTH IN
ARTICLE VIII OF THIS AGREEMENT.
Section 3.15
Other Covenants of Sponsor.
(A)
SPONSOR DOCUMENTS.
THE SPONSOR SHALL COMPLY WITH ALL TERMS AND
CONDITIONS OF EACH SPONSOR DOCUMENT TO WHICH IT IS A PARTY, OR BY WHICH IT IS
BOUND, AND SHALL USE COMMERCIALLY REASONABLE EFFORTS IN COOPERATING WITH FREDDIE
MAC TO CAUSE THE BOND TRUSTEE AND THE ISSUER AT ALL TIMES TO COMPLY WITH THE
TERMS OF THE BOND DOCUMENTS TO WHICH EITHER OF THEM IS A PARTY.
(B)
CERTAIN ACTIONS WITH RESPECT TO THE CERTIFICATES.
THE SPONSOR
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF FREDDIE MAC:
(I)
APPOINT A "SUCCESSOR SPONSOR" (AS DEFINED IN THE
SERIES CERTIFICATE AGREEMENT) OR PERMIT A PLEDGE OR THE ASSIGNMENT OF THE
MEMBERSHIP INTERESTS IN THE SPONSOR (OTHER THAN THE PLEDGE MADE AS OF THE
CLOSING DATE TO A CONSORTIUM OF BANKS LED BY BANK OF AMERICA, N.A.), OR AMEND
ITS ORGANIZATIONAL DOCUMENTS; OR
(II)
CHANGE THE ACCRUAL MODE FOR INTEREST ON THE CLASS A CERTIFICATES.
Section 3.16
Liability of the Sponsor.
The obligation of the Sponsor to
make or cause to be made any and all payments to Freddie Mac required by this
Agreement or any other Sponsor Document shall not be subject to