Common use of Indemnification of Custodian Clause in Contracts

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Except as set forth in Section 25, neither the Custodian nor any of its directors, officers, agents or employees, shall be liable to any Person for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for a breach of its obligations hereunder, which breach was caused by its or their own negligence, bad faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable to any Person for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Trust agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless except for such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Custodial Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Except as set forth in Section 25, neither the Custodian nor any of its directors, officers, agents or employees, shall be liable to any Person for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for a breach of its obligations hereunder, which breach was caused by its or their own negligence, bad faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable to any Person for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Trust agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s attorneys’ fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless except for such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Custodial Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. (a) The Borrower agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s feesfees and expenses, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages) were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund Borrower and Trustee, its employees, officers and directors designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two Custodial Delivery Failure (2) Business Days after required or requested by the Trustee, and as defined below); provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf shall not be responsible for consequential damages of the Trusteeany kind. In no event The foregoing indemnifications shall survive any resignation or removal of the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. It is hereby understood that the Trustee shall not be liable for the acts or omissions of the Custodian.

Indemnification of Custodian. The Borrower agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested written request therefor by the Trustee, Lender or the Borrower in accordance with the terms and provided, conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the Trustee Lender a Trust Receipt Receipt, Custodian Loan Transmission and Initial Certification with respect to an Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related date of pledge; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5; and (iii) such document was held by the Custodian on behalf of the TrusteeBorrower or the Lender, as applicable (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Lender or the Borrower, upon request, a Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, indemnify the Borrower or Lender in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Lender or the Borrower, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Lender or the Borrower, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Lender and Borrower, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or its directorsout-of-pocket expenses, officersincluding reasonable attorney's fees, agents and employees that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the Custodian's negligence, lack of good faith or misconduct or any breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The (a) Except as set forth in this Section 12, neither the Custodian nor any of its directors, officers, agents or employees shall be liable to the Lender Agent or the Borrowers for any action taken or not taken by it or them hereunder other than as a result of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees, provided that in no event shall the Custodian or any of its directors, officers, agents or employees have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Lender Agent or the Borrowers. (b) Each Borrower, jointly and severally, agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. (c) In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the TrusteeBorrowers or Lender Agent, and provided, provided that (i) Custodian previously delivered to the Trustee Lender Agent a Trust Receipt Mortgage Loan Schedule and Initial Certification with respect to Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Funding Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of a Borrower or the Trustee. In no event shall Lender Agent, as applicable, (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, promptly deliver to the Lender Agent or Borrower upon request, a Lost Note Affidavit in the form of Annex 9 hereto unless the original Mortgage Note shall have been delivered prior to such time and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, (1) indemnify the applicable Borrower or the Lender Agent in accordance with the succeeding paragraph of this Section 13 and, (2) at the Lender Agent's option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Moody's Investors Service, Inc. or Standard & Poor's Ratings Servixxx, x division of The McGraw-Hill Companies, Inc., obtain and maintain an insurance bond xx xxx xxxe of the Lender Agent, and its directorssuccessors in interest and assigns, officersinsuring against any losses associated with the loss of such document, agents in an amount equal to the then outstanding principal balance of the related Mortgage Loan or such lesser amount requested by the Lender Agent in the Lender Agent's sole discretion. (d) The Custodian agrees to indemnify and employees hold the Lender Agent and each Borrower, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney's fees, that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the possibility Custodian's negligence, lack of such damagesgood faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers officers, directors, and directors agents, and its designee harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Except as set forth in Section 25, neither the Custodian nor any of its directors, officers, agents or employees, shall be liable to any Person for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for a breach of its obligations hereunder, which breach was caused by its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable to any Person for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Trustee on behalf of the Trust agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless except for such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Custodial Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Company agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian (a) because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employeesemployees or (b) pursuant to the Custodian's indemnification obligation under Section 25 hereof. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination resignation or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and TrusteeFund, its employees, officers officers, directors, and directors agents, and its designee harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. Notwithstanding anything to the contrary herein or in the Pooling and Servicing Agreement, it is hereby understood that the Trustee shall not be liable for the acts, omissions, duties, obligations or liabilities of the Custodian.

Indemnification of Custodian. The Neither the Custodian nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own gross negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, affiliates, officers, agents, and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. DLJMC agrees to indemnify, from DLJMC's own funds, and hold the Custodian and its directors, affiliates, officers, agents agents, and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, affiliates, officers, agents agents, or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify indemnify, from Custodian's own funds, and hold the Trust Fund Trustee and Trusteeits directors, its employeesaffiliates, officers officers, agents, and directors employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of a failure to produce a Mortgage Note, Assignment this Custodial Agreement or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or in connection herewith even if advised disbursements were imposed on, incurred by or asserted against the Trustee because of the possibility breach by the Trustee of such damagesits obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Trustee or any of its directors, affiliates, officers, agents, or employees. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or the removal or resignation of the Custodian hereunderTrustee.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and TrusteeFund, its employees, officers officers, directors, and directors agents, and its designee harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. Notwithstanding anything to the contrary herein or in the Pooling and Servicing Agreement, it is hereby understood that the Trustee shall not be liable for the acts, omissions, duties, obligations or liabilities of the Custodian.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. It is hereby understood that the Trustee shall not be liable for the acts or omissions of the Custodian.

Indemnification of Custodian. The Borrower agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsout-of-pocket expenses, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of from this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted and against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith . The foregoing indemnification shall survive any resignation or willful misconduct on the part removal of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any the termination or assignment of this Custodial Agreement and for a period of two years from the date of termination or removal of this Custodial Agreement. In the Custodian. The event that the Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested written request therefor by the TrusteeLender or the Borrower in accordance with the terms and conditions of this Custodial Agreement; (a "Custodial Delivery Failure"), and provided, provided that (i) Custodian previously delivered to the Trustee Lender a Trust Receipt Receipt, Custodian Loan Data File and Initial Certification with respect to an Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Funding Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of the TrusteeBorrower or Lender, as applicable, then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Lender or Borrower upon request, a Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, indemnify the Borrower or Lender in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof, the Custodian shall then promptly (but no later than one Business Day following such request) provide the Lender or Borrower, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Lender or Borrower, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Lender and Borrower, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or its directorsout-of-pocket expenses, officersincluding reasonable attorney's fees, agents and employees that may be liable for imposed on, incurred by, relating to or arising out of a Custodial Delivery Failure, the failure to properly prepare or deliver the Borrowing Base Certificate or any specialmaterial errors or miscalculations contained therein or the Custodian's negligence, indirect lack of good faith or consequential damages from misconduct or any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Custodial Agreement or for a period of two years from the removal or resignation date of the Custodian hereundertermination of this Custodial Agreement.

Indemnification of Custodian. The Seller and Guarantor, jointly and severally, agree to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required written request therefor by Buyers or requested by the Trustee, Seller in accordance with the terms and provided, conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the Trustee Buyers a Trust Receipt and Initial Certification with respect to a Loan Schedule and Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5; and (iii) such document was held by the Custodian on behalf of the TrusteeSeller or the Buyer, as applicable (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Buyer or the Seller, upon request, a Lost Note Affidavit in the form of Annex 10 hereto and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, indemnify the Seller and Buyer in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Buyer or the Seller, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Buyers or the Seller, as applicable, such party shall return the Lost Note Affidavit to the Custodian. For the avoidance of doubt, the Custodian shall not release to the Seller any Mortgage Note or its the related Mortgage File, unless the Buyers shall otherwise consent or direct, until the Buyer(s) have received the related Repurchase Price together with any and all other Obligations then due and payable, and the Buyers have so notified the Custodian. The Custodian agrees to indemnify and hold the Buyer and Seller, and their and their respective present or former affiliates, directors, officers, agents employees, agents, representatives and employees designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses, including reasonable attorney’s fees, that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith or misconduct or any breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating Servicer agrees to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against indemnify the Custodian because of the breach for, and to hold it harmless against, any loss, liability or expense incurred by the Custodian of its obligations hereunder, which breach was caused by (other than through the negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian) arising out of, or in connection with, any suit, claim or other action relating to the Custodian's performance of this Agreement, provided that the Custodian shall have given the Servicer prompt written notice of any claim after the Custodian shall have knowledge thereof. While maintaining control over its own defense, the Custodian shall cooperate and consult fully with the Servicer in preparing such defense. The Servicer shall have the right, but not the obligation, to assume control over the defense of any suit or other action for which there is a potential liability of the Servicer hereunder. Notwithstanding anything herein to the contrary, the Servicer shall not be liable for settlement of any such claim by the Custodian made without the consent of the Servicer, which consent shall not be unreasonably withheld. The Custodian agrees to indemnify the Servicer for, and to hold it harmless against, any loss, liability or expense incurred by the Trust Fund and TrusteeServicer (other than through the negligence, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses bad faith or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred bywillful misconduct of the Servicer) arising out of, or asserted against them directly relating to in connection with, any suit, claim or other action arising out of a failure or relating to produce a Mortgage Notenegligence, Assignment bad faith or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held willful misconduct by the Custodian on behalf in its performance of this Agreement, provided that the Trustee. In no event Servicer shall have given the Custodian or prompt written notice of any claim after the Servicer shall have knowledge thereof. While maintaining control over its directorsown defense, officers, agents the Servicer shall cooperate and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or consult fully with the Custodian in connection herewith even if advised of the possibility of preparing such damagesdefense. The foregoing indemnification Custodian shall survive have the right, but not the obligation, to assume control over the defense of any termination suit or assignment of this Agreement or the removal or resignation other action for which there is a potential liability of the Custodian hereunder. Notwithstanding anything herein to the contrary, the Custodian shall not be liable for settlement of any such claim by the Servicer made without the consent of the Custodian, which consent shall not be unreasonably withheld.

Indemnification of Custodian. The Sellers agree jointly and severally to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement Agreement. In the event that the Custodian fails to produce a Note, Assignment of Mortgage or any other document related to a Loan that was in its possession pursuant to Section 2 within two (2) Business Days after written request therefor by the Buyer or the Sellers in accordance with the terms and conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the termination Buyer a Trust Receipt, Custodian Loan Transmission and an Exception Report which did not list such document as an Exception on the related Purchase Date; (ii) such document is not outstanding pursuant to a Request for Release and Receipt in the form annexed hereto as Annex 5 or removal a form of Notice of Sale and Request for Release in the form annexed hereto as Annex 3; and (iii) such document was held by the Custodian on behalf of the Seller or the Buyer, as applicable (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Note, promptly deliver to the Buyer and/or the related Seller as applicable, upon request, a Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Purchased Asset, including but not limited to a missing Note, indemnify the related Seller or Buyer in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Note with respect to a Purchased Asset requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Buyer or the related Seller, as applicable, with a Lost Note Affidavit. In the event that such original Note is subsequently found and delivered to the Buyer or the related Seller, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Trust Fund Buyer and Trusteethe Sellers, its employees, officers and directors their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsout-of-pocket expenses, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of a failure to produce a Mortgage NoteCustodial Delivery Failure or the Custodian's negligence, Assignment lack of good faith or misconduct or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf breach of the Trustee. In no event shall the Custodian conditions, representations or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damageswarranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Seller agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested written request therefor by the Trustee, Buyer or the Seller in accordance with the terms and provided, conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the Trustee Buyer a Trust Receipt Receipt, Custodian Loan Transmission and Initial Certification with respect to an Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5; and (iii) such document was held by the Custodian on behalf of the TrusteeSeller or the Buyer, as applicable (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Buyer or the Seller, upon request, a Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, indemnify the Seller and Buyer in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Buyer or the Seller, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Buyer or the Seller, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Buyer and Seller, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or its directorsout-of-pocket expenses, officersincluding reasonable attorney’s fees, agents and employees that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith or misconduct or any breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. (a) The Servicer hereby agrees to indemnify and hold the Custodian and its directors, officers, agents agents, employees and employees shall be indemnified "control persons" within the meaning of the Act and held the Securities Exchange Act of 1934, as amended, harmless by the Trust Fund against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure Custodial Delivery Failure or the Custodian's negligence, bad faith or willful misconduct. The foregoing indemnification shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement. (b) In the event that the Custodian fails to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan Promissory Note that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Loan Originator, Servicer, Trust or Owner Trustee, and provided, provided that (i) Custodian previously delivered to the Trustee a Trust Receipt Custodian's most recent Loan Schedule and Initial Certification with respect to Exceptions Report did not list such document (other than any Mortgage Loan identified in the exception report annexed thereto Promissory Note as not covered by such certification)an Exception thereon; (ii) such document Promissory Note is not outstanding released pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 2-A, B or C; and (iii) such document Promissory Note was held by the Custodian on behalf of the Trustee. In no event shall Owner Trustee (a "Custodial Delivery Failure"), then the Custodian shall at its sole cost and expense, with respect to any such missing Promissory Note, promptly deliver to the Trust with a copy to the Initial Class A Certificateholder, the Loan Originator, the Servicer and the Trust, a Lost Note Affidavit in the form of Annex 8 hereto. (c) The Custodian agrees to indemnify and hold the Owner Trustee, the Loan Originator, the Trust and their respective Affiliates and designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or its directorsdisbursements of any kind or nature whatsoever, officersincluding reasonable attorney's fees, agents and employees that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the possibility of such damagesCustodian's negligence, bad faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Neither the Custodian nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own gross negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, affiliates, officers, agents, and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. DLJMC agrees to indemnify, from DLJMC's own funds, and hold the Custodian and its directors, affiliates, officers, agents agents, and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, affiliates, officers, agents agents, or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify indemnify, from the Custodian's own funds, and hold the Trust Fund Trustee and Trusteeits directors, its employeesaffiliates, officers officers, agents, and directors employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of a failure to produce a Mortgage Note, Assignment this Custodial Agreement or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or in connection herewith even if advised disbursements were imposed on, incurred by or asserted against the Trustee because of the possibility breach by the Trustee of such damagesits obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Trustee or any of its directors, affiliates, officers, agents, or employees. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or the removal or resignation of the Custodian hereunderTrustee.

Indemnification of Custodian. The 15.1 Seller agrees to indemnify and hold Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly to the extent relating solely to or arising solely out of this Custodial Agreement or any action taken pursuant to written direction in accordance with the terms of this Custodial Agreement or not taken by it or them in the absence of such direction hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by Seller) were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of Custodian or the termination or assignment of this Custodial Agreement Agreement. 15.2 In the event that Custodian fails to produce any documents related to a Purchased Asset File that was in its possession pursuant to Section 3.7 within two (2) Business Days after requested by Seller or Buyers (a “Custodial Delivery Failure”), and provided that (i) Custodian previously delivered to Buyers a Purchased Asset Schedule and Exception Report which did not list such document as an Exception on the termination related Purchase Date; (ii) such document is not outstanding pursuant to a Request for Release and Receipt in the form annexed hereto as Annex 9; and (iii) such document was held by Custodian on behalf of Seller or removal Buyers, as applicable, then Custodian shall (a) with respect to any missing promissory note (including any certificate, instrument or other original document which evidences a Purchased Asset) and/or Assignment of Mortgage, promptly deliver to Buyers or Seller upon request, a Lost Note Affidavit in the Custodian. The form of Annex 14 hereto and (b) with respect to any missing document related to an item of Purchased Asset, including but not limited to a missing promissory note or Assignment of Mortgage indemnify Seller or Buyers in accordance with the Section 15.3. 15.3 Custodian agrees to indemnify and hold the Trust Fund Buyers and TrusteeSeller, its employees, officers and directors their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of a failure to produce a Mortgage NoteCustodial Delivery Failure or Custodian’s negligence, Assignment lack of good faith or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trusteewillful misconduct; provided that, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified maximum extent permitted by applicable law, in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event circumstance shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect indirect, punitive or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Company agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s fees's fees and expenses, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan Purchased Asset that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the TrusteeCompany or the Buyer (a "Custodial Delivery Failure"), and provided, provided that (i) Custodian previously delivered to the Trustee Buyer a Trust Receipt Loan Schedule and Initial Certification with respect to Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall Company or Buyer, as applicable, then the Custodian shall (a) with respect to any missing Note, promptly deliver to the Buyer or its directorsCompany upon request, officersa Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Purchased Asset, agents and employees be liable for including but not limited to a missing Note, at the Buyer's option, at any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of time the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation long term obligations of the Custodian hereunderare rated below investment grade by Xxxxx'x or S&P, obtain on or before 75 days following the Buyer's written request therefor, and thereafter maintain an insurance bond in the name of the Buyer, and its successors in interest and assigns, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Purchased Asset or such lesser amount requested by the Buyer in the Buyer's sole discretion.

Indemnification of Custodian. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Seller agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination of or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The So long as UACC is the Servicer, each of the Servicer and Purchaser agrees to jointly and severally indemnify the Custodian and its employees, directors, officers, officers and agents and employees shall be indemnified hold each harmless against any and held all liabilities incurred by it hereunder as a consequence of such party’s action, and the Servicer and Purchaser agree jointly and severally to indemnify the Custodian and hold it harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suitsany claims, costs, payments, and expenses or disbursements, (including reasonable attorney’s fees, that may be imposed on, the fees and expenses of counsel) and all liabilities incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against in connection with the Custodian because of the breach by the Custodian performance of its obligations duties hereunder, which breach was caused by negligence, lack of good faith except for those resulting from the gross negligence or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employeesCustodian. The indemnification set forth in provisions of this section indemnity shall survive any the termination or assignment of this Custodial Agreement and or the termination resignation or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any indirect, special, indirect punitive or consequential damages from loss or damage of any action taken or omitted to be taken by it or them hereunder or in connection herewith kind whatsoever, including, but not limited to, lost profits, even if the Custodian has been advised of the possibility likelihood of such damagesloss or damage and regardless of the form of action. In no event shall the Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement. The foregoing indemnification Custodian may at any time resign as such by delivering the contents of the Contract Files to any successor Custodian designated by the Purchaser hereto in writing, or to any court of competent jurisdiction, whereupon the Custodian shall survive be discharged of and from any termination or assignment of and all further obligations arising in connection with this Agreement or the removal or Agreement. The resignation of the Custodian hereunderwill take effect on the earlier of (a) the appointment of a successor (including by a court of competent jurisdiction) or (b) the day which is 30 days after the date of delivery of its written notice of resignation to the Servicer and Purchaser. If a successor Custodian does not take office within 30 days after the retiring Custodian resigns or is removed, the retiring Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian.

Indemnification of Custodian. The (a) Except as set forth in this Section 13, neither the Custodian nor any of its directors, officers, agents or employees shall be liable to the Buyer Agent or the Sellers for any action taken or not taken by it or them hereunder other than as a result of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees, provided that in no event shall the Custodian or any of its directors, officers, agents or employees have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Buyer Agent or the Sellers. (b) Each Seller, jointly and severally, agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. (c) In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the TrusteeSellers or Buyer Agent, and provided, provided that (i) Custodian previously delivered to the Trustee Buyer Agent a Trust Receipt Mortgage Loan Schedule and Initial Certification with respect to Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of a Seller or the Trustee. In no event shall Buyer Agent, as applicable, (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, promptly deliver to the Buyer Agent or Sellers upon request, a Lost Note Affidavit in the form of Annex 9 hereto unless the original Mortgage Note shall have been delivered prior to such time and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, (1) indemnify the applicable Seller or the Buyer Agent in accordance with the succeeding paragraph of this Section 13 and, (2) at the Buyer Agent's option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Moody's Investors Service, Inc. or Standard & Poor's Ratings Servixxx, x division of The McGraw-Hill Companies, Inc., obtain and maintain an insurance bond xx xxx xxxe of the Buyer Agent, and its directorssuccessors in interest and assigns, officersinsuring against any losses associated with the loss of such document, agents in an amount equal to the then outstanding principal balance of the related Mortgage Loan or such lesser amount requested by the Buyer Agent in the Buyer Agent's sole discretion. (d) The Custodian agrees to indemnify and employees hold the Buyer Agent and each Seller, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney's fees, that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the possibility Custodian's negligence, lack of such damagesgood faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. (a) The Borrower agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than special, indirect, punitive or consequential damages, which shall in no event be paid by the Custodian) were imposed on, incurred by or asserted against the Custodian because relating to or arising out of a Custodial Delivery Failure or the breach by the Custodian of its obligations hereunder, which breach was caused by Custodian's negligence, lack of good faith or willful misconduct on the part or breach of its obligations hereunder. The foregoing indemnification shall survive any resignation or removal of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any the termination or assignment of this Custodial Agreement and Agreement. (b) In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the TrusteeBorrower or Lender (a "Custodial Delivery Failure"), and provided, provided that (i) Custodian previously delivered to the Trustee Lender a Trust Receipt Mortgage Loan Schedule and Initial Certification with respect to Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Funding Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall Borrower or Lender, as applicable, then the Custodian shall at its sole cost and expense (a) with respect to any missing Mortgage Note, promptly deliver to the Lender or its directorsBorrower upon request, officersa Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Mortgage Loan, agents and employees be liable for including but not limited to a missing Mortgage Note, (1) indemnify the Borrower or Lender in accordance with Section 13 (c) below and, (2) at the Lender's option, at any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of time the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation long term obligations of the Custodian hereunderare rated below the second highest rating category of Moodx'x Xxxestors Service, Inc. or Standard and Poor's Ratings Group, a division of The McGrxx-Xxxx, Xxc., obtain and maintain an insurance bond in the name of the Lender, and its successors in interest and assigns, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Mortgage Loan or such lesser amount requested by the Lender in the Lender's sole discretion.

Indemnification of Custodian. (a) Except as set forth in this Section 12, neither the Custodian nor any of its directors, officers, agents or employees shall be liable to the Lender or the Borrower for any action taken or not taken by it or them hereunder other than as a result of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees, provided that in no event shall the Custodian or any of its directors, officers, agents or employees have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Lender or the Borrower. (b) The Borrower, agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. (c) In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the TrusteeBorrowers or Lender, and provided, provided that (i) Custodian previously delivered to the Trustee Lender a Trust Receipt Mortgage Loan Schedule and Initial Certification with respect to Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Funding Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall Borrower or Lender, as applicable, (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, promptly deliver to the Lender or Borrower upon request, a Lost Note Affidavit in the form of Annex 9 hereto unless the original Mortgage Note shall have been delivered prior to such time and (b) with respect to any missing document related to such Mortgage Loan, including but not limited to a missing Mortgage Note, (1) indemnify the Borrower or Lender in accordance with the succeeding paragraph of this Section 13 and, (2) at the Lender's option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Moody's Investors Service, Inc. or Standard and Poor's Ratings Groux, x xxvision of McGraw-Hill, Inc., obtain and maintain an insurance bond in the namx xx xxx Xxnder, and its directorssuccessors in interest and assigns, officersinsuring against any losses associated with the loss of such document, agents in an amount equal to the then outstanding principal balance of the related Mortgage Loan or such lesser amount requested by the Lender in the Lender's sole discretion. (d) The Custodian agrees to indemnify and employees hold the Lender and the Borrower, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney's fees, that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the possibility Custodian's negligence, lack of such damagesgood faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Purchaser agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (i) relate to or arise out of any action taken or not taken by the Company hereunder or (ii) were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The Company agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or any action taken or not taken by the Company hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Neither the Custodian nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, affiliates, officers, agents, and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The Custodian and its directors, officers, agents and employees shall be indemnified by the Issuing Entity and held harmless by the Trust Fund against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. (a) The Customer will indemnify and hold harmless the Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, nominees from all direct losses, damages, penaltiesclaims, costs, actions, judgmentsliabilities, suits, costsproceedings or expenses (including reasonable attorneys’ fees and disbursements) (each a “Loss”) which may arise in connection with the Customer Assets or otherwise in connection with this Agreement, expenses including, without limitation, any Loss suffered or disbursementsincurred as a result of (i) the acts or omissions of the Customer or any third party, whose data or services, including reasonable attorney’s feesrecords, that may be imposed onreports and other information, incurred by, or asserted against it or them directly relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of must rely upon in performing its obligations duties hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or (ii) acting upon any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment Proper Instruction or any other document related notice, request, consent, certificate or instrument reasonably believed by it to a Mortgage Loan that was in its possession pursuant be genuine and to Section 2 within two (2) Business Days after required be signed or requested otherwise given by the Trusteeproper party or parties, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and Information Classification: Limited Access (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted by the Custodian in reliance upon receipt by the Custodian of transmissions of information in compliance with the proper Security Code, including instructions purporting to be taken by it Proper Instructions, which the Custodian reasonably believes to be from an Authorized Person, and (iv) any taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expense (including legal expenses) that may be assessed against the Customer, the Customer Assets or them hereunder or in connection herewith even if advised the Custodian as custodian of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement Customer or the removal Customer Assets or resignation against any subcustodian or agent of the Custodian hereunderfor which the Custodian is responsible. Such indemnity shall not apply to Loss occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee and the Custodian shall not be entited to indemnification as to any matter to the extent that the Loss is the result of the Custodian’s breach of the applicable standard of care under this Agreement.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or the removal or resignation of the Custodian hereunderCustodian.