THE LAWS OF THE FEDERAL
LAWS OF THE UNITED STATES; (B) CUSTODIAN HAS THE CORPORATE POWER AND AUTHORITY
TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT AND HAS DULY
AUTHORIZED, EXECUTED AND DELIVERED THE AGREEMENT; AND (C) THE EXECUTION AND
DELIVERY OF THIS
75
Agreement will not conflict with or result in a breach of any of the provisions
of Custodian's charter or by-laws.
ARTICLE XI
SECONDARY MARKET TRANSACTION
SECTION 11.1.
SECONDARY MARKET TRANSACTION;
COOPERATION.
CUSTOMER AGREES THAT BUYER HAS THE ABSOLUTE RIGHT TO SECURITIZE,
SYNDICATE, GRANT PARTICIPATIONS IN, ASSIGN, PLEDGE, HYPOTHECATE OR OTHERWISE
TRANSFER ALL OR ANY PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS (EACH SUCH TRANSACTION, A "SECURITIZATION").
CUSTOMER SHALL, UPON
REQUEST FROM BUYER, FROM TIME TO TIME, COOPERATE IN ALL REASONABLE RESPECTS IN
CONNECTION WITH A SECURITIZATION.
SUCH COOPERATION MAY, IN BUYER'S DISCRETION,
INCLUDE DOCUMENTATION CHANGES, SITE INSPECTIONS, UPDATED APPRAISALS, PREPARATION
AND DELIVERY OF FINANCIAL INFORMATION OR OTHER DILIGENCE REQUESTED BY BUYER.
CUSTOMER WILL NOT BE REQUIRED TO INCUR EXPENSES OR COSTS PURSUANT TO THIS
ARTICLE XI.
CUSTOMER WILL, UPON REQUEST FROM BUYER, IN CONNECTION WITH A
SECURITIZATION, ENTER INTO SUCH ACKNOWLEDGMENTS AND CONFIRMATIONS OF THE
APPLICABLE ASSIGNMENTS AS BUYER MAY REQUEST.
CUSTOMER SHALL, SUBJECT TO THE
TERMS AND PROVISIONS OF THIS ARTICLE XI, USE REASONABLE EFFORTS TO SATISFY THE
MARKET STANDARDS WHICH BUYER DETERMINES ARE REASONABLY REQUIRED IN THE
MARKETPLACE IN CONNECTION WITH A SECURITIZATION.
CUSTOMER WILL NOT, PURSUANT TO
ANY OF THE PROVISIONS OF THIS ARTICLE XI, INCUR, SUFFER OR ACCEPT ANY LESSER
RIGHTS OR GREATER OBLIGATIONS AS ARE SET FORTH IN THE TRANSACTION DOCUMENTS.
NO
SECURITIZATION WILL RELEASE BUYER FROM ITS OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS.
ARTICLE XII
MISCELLANEOUS
SECTION 12.1.
SURVIVAL OF REPRESENTATIONS AND
INDEMNITIES.
THE RIGHTS AND REMEDIES OF THE PARTIES HERETO WITH RESPECT TO ANY
REPRESENTATION AND WARRANTY MADE OR DEEMED TO BE MADE BY CUSTOMER PURSUANT TO
THIS AGREEMENT AND THE INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE IX,
SHALL BE CONTINUING AND SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
SECTION 12.2.
WAIVERS; AMENDMENTS.
NO FAILURE OR
DELAY ON THE PART OF ANY PARTY IN EXERCISING ANY POWER, RIGHT OR REMEDY UNDER
THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH POWER, RIGHT OR REMEDY PRECLUDE ANY OTHER FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER POWER, RIGHT OR REMEDY.
THE
RIGHTS AND REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND NONEXCLUSIVE OF ANY
RIGHTS OR REMEDIES PROVIDED BY LAW.
NO WAIVER OF THIS AGREEMENT SHALL IN ANY
EVENT BE EFFECTIVE WITH RESPECT TO ANY PARTY UNLESS THE SAME SHALL BE IN WRITING
AND SIGNED BY SUCH PARTY, AND THEN ANY SUCH WAIVER SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
ANY
PROVISION OF THIS AGREEMENT MAY BE AMENDED IF, BUT ONLY IF, SUCH AMENDMENT IS IN
WRITING AND IS SIGNED BY THE PARTIES TO BE BOUND THEREBY AND BUYER; PROVIDED,
HOWEVER, THAT THIS