Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. In the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 the Custodial Agreement.

Indemnification of the Purchaser. In the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "“Custodial Delivery Failure"”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' ’ fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 the Custodial Agreement.

Indemnification of the Purchaser. In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document Mortgage Loan Document related to a Mortgage Loan that was in its possession pursuant to Section 2 within five two (52) Business Days after required or requested by the Purchaser or its designeein writing, and provided, that (i) the Custodian previously delivered to the Trustee or the Master Servicer Purchaser a Certification with respect to such documentMortgage Loan Document; (ii) such document Mortgage Loan Document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 32; and (iii) such document Mortgage Loan Document was held by the Custodian on behalf of the Trustee Purchaser (a "“Custodial Delivery Failure"”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee Purchaser in accordance with the succeeding paragraph of this Section 2524. The Custodian agrees to indemnify and hold the Purchaser, the Trustee Purchaser and the Master Servicer and their respective designees, harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' 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 such a Custodial Delivery Failure. In no event shall Failure or the Custodian Custodian’s negligence, lack of good faith 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 damageswillful misconduct. The foregoing indemnification shall survive any termination or assignment of the Custodial this Agreement.

Indemnification of the Purchaser. In Subject to the event limitations set forth in this Article X, from and after the Closing, the Sellers, jointly and severally, shall indemnify and hold harmless, to the fullest extent permitted by Law, each of the Purchaser Indemnified Parties from, against and in respect of any Losses relating to, arising out of or resulting from any of the following without any duplication: (a) any breach of, or any inaccuracy in, any representation or warranty made by any Seller in this Agreement (except for Section 4.13), in any other Transaction Document or in any certificate or document delivered with respect hereto or thereto; (b) any breach or default in performance by any Seller of any covenant or agreement of such Seller contained in this Agreement, in any other Transaction Document or in any certificate or document delivered with respect hereto or thereto; (c) any Excluded Liabilities or any Excluded Assets; (d) (i) Taxes of the Sellers or the Transferred Subsidiaries for periods or portions thereof ending on or before the Effective Time (“Pre-Closing Taxes”) in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price, (ii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Transferred Subsidiaries is or was a member on or prior to the Effective Time by reason of liability under Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local Law, (iii) Taxes arising out or attributable to the Section 338(h)(10) Elections, (iv) any breach of a representation or warranty set forth in Section 4.13, (v) any breach of any covenant or agreement with respect to Taxes hereunder, and (vi) one-half of Transfer Taxes; provided, however, that the Custodian fails Sellers shall not indemnify and hold harmless each of the Purchaser Indemnified Parties from (x) any Liability for Taxes to produce a Mortgage Note, Assignment of Mortgage or any other document related the extent directly attributable to a Mortgage Loan that was in its possession Purchaser Tax Act, (y) any Liability for Transfer Taxes for which the Purchaser is responsible pursuant to Section 2 within five 6.3(c), or (5z) Business Days after required or requested Taxes directly attributable to a breach by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee Affiliate of any of its covenants or the Master Servicer a Certification agreements with respect to such documentTaxes in this Agreement; (e) any noncompliance with any bulk sales or fraudulent transfer Laws in connection with the Contemplated Transactions; and/or (iif) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee Covered Claims in accordance with the succeeding paragraph provisions of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 Schedule 10.2(f) of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of the Custodial AgreementDisclosure Letter.

Indemnification of the Purchaser. In Each Shareholder -------------------------------- agrees jointly and not severally, subject to the event that other terms and conditions of this Agreement (including the Custodian fails limitations contained in Section 10.04) and without gross-up for Taxes, to produce a Mortgage Notedefend, Assignment indemnify and hold harmless the Purchaser and each of Mortgage the Purchaser's subsidiaries, Affiliates, officers, directors, employees, agents and their successors and assigns (the Purchaser and all such other Persons are collectively referred to as the "Purchaser's Indemnified ----------------------- Persons"), from and against each and every Loss paid, imposed on or incurred by ------- the Purchaser's Indemnified Persons relating to, resulting from or arising out of: (a) any breach of any representation, warranty, covenant or agreement made by the Company in this Agreement or (b) any Liability of the Company or any other document related Non- Energy Company Subsidiary, incurred or arising out of events which occurred prior to a Mortgage Loan that was in its possession the Effective Time (but excluding any Liability directly relating to, arising out of or resulting from the operations of North Central, for which North Central has liability). The Purchaser's Indemnified Persons shall also be entitled to recourse against the Escrow Consideration for any indemnifiable loss on the same pro rata basis as would have been applied if the Persons on whose behalf the shares and cash have been placed into escrow had executed Joinder Agreements pursuant to Section 2 within five (5) Business Days after required 6.13. A Purchaser's Indemnified Person shall give the Shareholders written notice of any matter which such Purchaser's Indemnified Person has determined has given or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant could give rise to a request for release right of documents and receipt in indemnification hereunder within sixty (60) days of such determination, supported by reasonable documentation setting forth the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf nature of the Trustee circumstances entitling the Purchaser's Indemnified Person to indemnity hereunder (a "Custodial Delivery Failure")including, then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed hereto and (b)with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify references to the Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold provisions hereof upon which the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of 's Indemnified Person is relying in making such Custodial Delivery Failure. 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 the Custodial Agreementclaim).

Indemnification of the Purchaser. In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant Subject to Section 2 within five (5) Business Days after required or requested by 9.7(b), the Sellers shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Losses which arise out of, or its designeeresult from, and providedthe following Tax matters (collectively, that the ‘‘Tax Matters’’): (i) Custodian previously delivered to any Tax in excess of amounts accrued in respect of such Tax on any Company's financial books and records (which accruals shall be made in accordance with Applicable GAAP and shall not reflect any of the Trustee transactions contemplated by this Agreement) payable by or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee Sellers or any Sellers' Affiliates, or any Company, for any taxable period ending on or prior to the Closing Date (a "Custodial Delivery Failure"or for the portion ending on the Closing Date of any taxable period that includes but does not begin or end on the Closing Date), then (ii) any deficiencies in any Tax payable by, or on behalf of, the Custodian shall (a) Sellers or any Sellers' Affiliates, or any Company arising from any audit by any taxing agency or authority with respect to any missing Mortgage Noteperiod ending on or prior to the Closing Date (or for the portion ending on the Closing Date of any taxable period that includes but does not begin or end on the Closing Date), promptly deliver (iii) any claim or demand for reimbursement or indemnification resulting from any transfer by the Sellers prior to such Purchaser the Closing of any Tax benefits or its designee upon requestcredits to any other Person, (iv) one-half of any Transfer Taxes arising from the Transactions contemplated by this Agreement, (v) any Liability for Taxes as a Lost Note Affidavit in result of the form of Exhibit 7 annexed hereto Euro Cormar Separation and (b)with respect vi) any breach of any representation or warranty made by any Seller in Sections 4.18 and 5.17 (provided, that, to the extent that any missing document related such representation or warranty is qualified by immateriality, materiality, material adverse effect or any derivation of any of the foregoing, such qualifications shall be ignored for purposes of indemnification under this Section 9.6); provided, that the Purchaser shall not be entitled to such Mortgage Loan including but not limited to, recover more than the amount of any Loss due as a missing Mortgage Note, indemnify the Trustee in accordance with the succeeding paragraph result of bringing a claim for indemnification under more than one clause of this Section 25. The Custodian agrees to indemnify and hold the Purchaser9.6(a); provided, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' feesfurther, that may be imposed on, incurred by, or asserted against it or them directly a ‘‘Loss’’ for purposes of this Section 9.6(a) only shall not include any amount of Tax to the extent attributable to a change by a Company after the Closing Date in a legally permissible method of tax accounting that was used by such Company consistently through the Closing Date (but a change after the Closing Date by any Company relating to or arising out the transfer pricing used in respect of such Custodial Delivery Failure. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from payment between any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility Companies shall not be viewed as a change in a legally permissible method of such damages. The foregoing indemnification shall survive any termination or assignment tax accounting for purposes of the Custodial Agreementpreceding proviso).

Indemnification of the Purchaser. In the event that the Custodian fails to produce a Mortgage Note(a) The Seller shall indemnify, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within five (5) Business Days after required or requested by defend and hold the Purchaser or and its designeeofficers, directors, employees, agents and representatives and its and their respective Affiliates (each, a “Purchaser Indemnitee”) harmless from, and providedwill reimburse such Purchaser Indemnitee for, any and all Losses incurred by such Purchaser Indemnitee to the extent that such Losses arise out of, relate to, or result from: (i) Custodian previously delivered to the Trustee breach of any representation or warranty made by the Master Servicer a Certification with respect to such document; Seller in this Agreement; (ii) such document is not outstanding pursuant to a request for release the breach of documents and receipt any term, provision and/or covenant of Seller in this Agreement, including through other Persons acting on Seller's behalf, including without limitation the form annexed hereto as Exhibit 3; and Interim Servicing Requirements; (iii) such document was held by any inadequate, inaccurate or improper acts or omissions, actual or alleged, related to the Custodian on behalf origination or servicing of the Trustee Mortgage Loans, and any failure, actual or alleged, to comply with all applicable Agency requirements and guidelines, Accepted Servicing Practices and all Applicable Requirements related to the origination or servicing of the Mortgage Loans prior to the applicable Transfer Date; (a "Custodial Delivery Failure"iv) any Claim or other litigation, action or proceeding (including, without limitation, any class action involving the Seller or any Originator or Prior Servicer, the Servicing Rights or the Mortgage Loans), then and any pre-Transfer Date settlement of any Claim or other litigation, action or proceeding, arising out of events occurring in whole or in part before the Custodian shall (a) with respect to any missing Mortgage Noteapplicable Transfer Date, promptly deliver to such Purchaser or its designee upon requestincluding, a Lost Note Affidavit in the form of Exhibit 7 annexed hereto and (b)with respect to any missing document related to such Mortgage Loan including but not limited to, a any such pending or threatened Claim or other litigation, action or proceeding; (v) any missing or defective documents, including documents required to be delivered in imaged format, that are required to be delivered to the Purchaser hereunder or to the extent applicable, that result in the delay or failure to timely final certify or recertify any Investor pool or Mortgage Note, indemnify Loans or are necessary to service the Trustee Mortgage Loans in accordance with Applicable Requirements (vi) any Excluded Obligation; (vii) any act or omission of the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred bySeller, or asserted against it any agent, contractor or them directly vendor hired by Seller, any Originator or Prior Servicer or any agent, contractor or vendor hired by the Seller, any Originator or Prior Servicer relating to the origination, servicing, pooling, sale or securitization of any of the Mortgage Loans (viii) any curtailments and denied insurance or guaranty claims by an Agency or Insurer arising out of or related to any act or omission by the Seller prior to the applicable Transfer Date; (ix) any inaccuracies in any data tapes, loan schedules or other information provided to the Purchaser by or on behalf of the Seller; (x) [reserved]; (xi) any unreimbursed amounts of any Advances, including Advances made from funds in the Custodial Account, made prior to the Transfer Date, including any deductions, disallowances, curtailments or denials by an Investor with respect to such Custodial Delivery FailureAdvances, provided such unreimbursed amounts of Advances are not unreimbursed due to the Purchaser’s failure to comply with Applicable Requirements in connection with the reimbursement of such Advances not relating to the Seller’s failure to comply with its obligations with respect to Advances under this Agreement; (xii) REO and/or Foreclosure, including but not limited to reasonable industry standard attorneys’ fees and restoration expenses, to the extent such Losses are incurred prior to the Transfer Date, in each case to the extent such expenses are the responsibility of the Servicer and not reimbursable by the applicable Investor under Applicable Requirements; (xiii) the continuation by the Purchaser of any past practices of the Seller or any Prior Servicer related to loss mitigation in process, escrow practices, interest rate adjustments or post-Foreclosure sale activities that fail to comply with Applicable Requirements (including, without limitation, effects of abusive or deceptive collection costs, improperly initiated foreclosures and imposition of improper fees or interest charges); provided, however, Seller shall have no obligation to indemnify the Purchaser pursuant to this Section 9.01(a)(xiii) for any Losses arising after the earlier of (A) with respect to escrow practices and interest rate adjustments, the date of the next escrow account analysis or interest rate adjustment, as applicable, and (B) the date on which the Purchaser becomes aware that such practices are not in compliance with Applicable Requirements; (xiv) any Agency Programmatic Losses; (xv) [reserved]; (xvi) any hazard or special hazard (e.g., earthquake, hurricane, flood and fire) losses or REO property or foreclosure related losses arising from events, acts or omissions prior to the applicable Transfer Date, and are not reimbursable to the Purchaser under applicable Investor Guides; and/or (xvii) any items set forth on Schedule 4.12.40. (b) Notwithstanding anything in this Agreement to the contrary, for purposes of establishing whether any matter is indemnifiable under this Section 9.01, the accuracy of the representations and warranties of the Seller contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge or materiality (including, any reference to “material adverse effect,” “the knowledge of the Seller,” “the best of the Seller’s knowledge,” or “the Seller’s knowledge” or any other terms similar thereto). In no event that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this Agreement regarding the Seller’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, other than disclosures on the Data Tape expressly contemplated in Article IV, the Seller shall be required to fully indemnify the Custodian or its directors, officers, agents and employees be liable Purchaser for all Losses incurred as a result of 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. matters set forth in Section 9.01(a). (c) The foregoing indemnification provided by the Seller herein shall survive any termination or assignment be with respect to Losses involving third parties and Losses involving the Purchaser. (d) In addition, and notwithstanding anything in this Agreement to the contrary, the indemnification obligations of the Custodial AgreementSeller under this Agreement shall not be limited by time. (e) Without duplication with Section 9.02, to the extent servicing with respect to any Mortgage Loans has been terminated as a result of an indemnifiable event set forth in this Section 9.01, the Seller shall pay to Purchaser Indemnitee, the Servicing Rights Repurchase Price in addition to any other Losses.

Indemnification of the Purchaser. In the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect Subject to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed hereto terms and (b)with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Trustee in accordance with the succeeding paragraph conditions of this Article VII (including without limitation the limitations set forth in Section 25. The Custodian agrees to indemnify and hold 7.4), the Purchaser, the Trustee Company and their respective representatives, successors and permitted assigns (the Master Servicer “Purchaser Indemnitees”) shall be indemnified, defended and held harmless by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any and Purchaser Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Sellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Sellers or the Company contained in this Agreement; (iii) [intentionally omitted]; (iv) costs in excess of $120,000 incurred by the Company in payment of, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out of events occurring prior to the Closing Date. (b) As used in this Article VII, the term “Losses” shall include all direct losses, liabilities, obligations, losses, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, judgmentscosts of investigation, suitsnotices of violation or noncompliance, costscauses of action, expenses proceedings and assessments whether or disbursements, including reasonable attorneys' fees, that not made by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which a Purchaser Indemnitee may be imposed onentitled to indemnification pursuant to Article VII, incurred by, any representation or asserted against it warranty contained in this Agreement that is qualified by a term or them directly relating terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to or arising out of such Custodial Delivery Failure. 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 the Custodial Agreementwords.

Indemnification of the Purchaser. In the event that the Custodian fails (a) The Seller (A) hereby agrees to produce a Mortgage Notedefend, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within five (5) Business Days after required or requested by the Purchaser or its designeeindemnify, and providedhold harmless the Purchaser, that each WinZip Entity and each of their respective Affiliates, and each of their respective directors, managers, officers, employees, representatives, agents, successors and assigns (individually, and collectively, the "Purchaser Indemnified Parties") against and in respect of any and all Losses caused by or resulting or arising from (i) Custodian previously delivered to the Trustee breach by WinZip Holdings or the Master Servicer a Certification with respect Seller of any of their covenants or agreements hereunder or under any of the Transaction Documents (limited, in the case of WinZip Holdings, to such documentbreaches occurring at or before Closing); and (ii) such document is not outstanding pursuant to a request for release the breach or inaccuracy of documents and receipt in any of the form annexed hereto as Exhibit 3; and (iii) such document was held representations or warranties made by the Custodian on behalf Seller herein (including in any Exhibit or Schedule) or in any Transaction Document. (b) The Purchaser Indemnified Parties shall promptly after any of them becomes aware of any circumstance which might reasonably be expected to become the Trustee subject matter of a claim to be made by any of them against the Seller under this Agreement (a "Custodial Delivery FailurePurchaser Claim"), then advise the Custodian Seller in writing of such circumstance, and shall (a) provide the Seller, from time to time, such information that the Seller shall reasonably request in connection therewith; provided that any delay or failure to so advise the Seller shall not relieve the Seller from any liability except to the extent that the defense of such Purchaser Claim is prejudiced by such delay or failure. The Purchaser shall have exclusive control and discretion in the conduct of the defense of any such matter, however, the Seller shall not be required to make any indemnification hereunder with respect to any missing Mortgage Noteamounts paid in settlement except to the extent the Seller have approved the terms thereof, promptly deliver acting reasonably. The Seller shall have the right to such employ separate counsel in any action brought in respect of any matter which is or may be the subject of a Purchaser or its designee upon requestClaim for indemnification hereunder, a Lost Note Affidavit and shall have the right to participate in the form defense thereof, but the fees and expenses related thereto, including fees and expenses of Exhibit 7 annexed hereto and counsel, shall be at the expense of the Seller. (b)with c) Notwithstanding anything to the contrary contained herein, the liability of the Seller to Purchaser Indemnified Parties with respect to any missing document related claims for indemnification pursuant to such Mortgage Loan including but Section 9.01(a) is subject to the following: The Seller shall not limited to, a missing Mortgage Note, indemnify the Trustee in accordance be liable to Purchaser Indemnified Parties with the succeeding paragraph of respect to claims for indemnification pursuant to this Section 25. The Custodian agrees 9.01: (i) (A) to indemnify and hold the Purchaser, extent that the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 dollar value of the possibility of amounts indemnifiable for such damages. The foregoing indemnification shall survive any termination or assignment breaches exceeds an aggregate of the Custodial Agreement.product of (i) ninety-three thousand two hundred thirty-eight (93,238) multiplied by (ii) the Per Share Consideration (the "General Indemnity Cap"); and

Indemnification of the Purchaser. In From and after the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, date hereof and provided, that (i) Custodian previously delivered subject to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents limitations contained in this Article X, each Seller Party shall, jointly and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed hereto and (b)with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Noteseverally, indemnify the Trustee in accordance with Purchaser and its respective equity holders, officers, directors, employees, agents, attorneys, accountants, advisors, Affiliates and its successors and assigns (collectively, the succeeding paragraph of this Section 25. The Custodian agrees to indemnify "Purchaser Indemnified Parties") and hold the Purchaser, the Trustee and the Master Servicer Purchaser Indemnified Parties harmless against any and all direct liabilitiesloss, obligationsexpense, lossesliability, damagesclaim, penaltiesobligation, actionsfine, judgmentspenalty, suits, costs, expenses cost or disbursementsother damage, including reasonable attorneys' fees, to the extent of the actual amount of such loss, expense, liability or other damage (collectively, "Damages") that may be imposed on, the Purchaser Indemnified Parties have incurred byby reason of (i) the inaccuracy or breach by the Seller Parties of any representation or warranty contained in Article III (Representations and Warranties Relating to the Business) of this Agreement or the Non-Vertebroplasty Purchase Agreement, or asserted against it any other agreement, Contract, certificate or them directly relating to other document executed or delivered by or on behalf of any Seller Party in connection with the consummation of the transactions contemplated hereby or by the Non-Vertebroplasty Purchase Agreement, (ii) the 74 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. breach by the Seller Parties of any covenant, agreement or other obligation of the Seller Parties contained in this Agreement or the Non-Vertebroplasty Purchase Agreement, or any other agreement, Contract, certificate or other document executed or delivered by or on behalf of any Seller Party in connection with the consummation of the transactions contemplated hereby or by the Non- Vertebroplasty Purchase Agreement, (iii) any Damages of the Purchaser arising out of or resulting from the failure of the Subsidiary to comply with any applicable bulk sales laws in the United States and (iv) all Liabilities of the Seller Parties except for the Assumed Liabilities (as defined in each of this Agreement and the Non-Vertebroplasty Purchase Agreement). The term "Damages" as used in this Article X is not limited to matters asserted by third parties against an indemnified party, but includes Damages incurred or sustained by an indemnified party in the absence of third party claims. All calculations of Damages shall take into account any offset benefits or insurance proceeds actually recovered under insurance policies in connection with the matter out of which such Custodial Delivery FailureDamages shall arise, provided, however, that the Seller Parties shall reimburse the Purchaser Indemnified Parties for any increase in premium with respect to such insurance policies that the Purchaser determines, in its reasonable good faith judgment and supported by documentation reasonably satisfactory to the Seller Parties, is due to the tender of such claim made in connection with the matter out of which such Damages arose. In If the Purchaser determines, in its reasonable good faith judgment, that any matter out of which Damages shall arise is covered by an insurance policy of a Purchaser Indemnified Party, then the Purchaser shall, and shall cause the Purchaser Indemnified Party to, file a claim against such insurance policy with respect to such Damages. Notwithstanding anything herein to the contrary, (i) the Purchaser Indemnified Parties shall not be entitled to seek indemnification with respect to any Damages under Section 10.1(a)(i) from a Seller Party unless and until the aggregate amount of all such Damages suffered by the Purchaser Indemnified Parties for which indemnification is available under this Section 10.1 exceeds the Deductible in Section 10.4 (Deductible and Cap) and then the Purchaser Indemnified Parties shall be entitled to indemnification for only such aggregate amount that exceeds such Deductible, and (ii) the aggregate amount of all payments to which the Purchaser Indemnified Parties shall be entitled to receive with respect to any Damages under Section 10.1(a)(i) shall in no event exceed the Cap. The limitations set forth in this Section 10.1(c) shall not apply to (i) 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 first sentence of Sections 3.1 (Organization of the possibility Company and the Subsidiary), the first four sentences of such damages. The foregoing indemnification shall survive 3.3(a) (Authority), 3.4 (Tax Matters), 3.6 (Title to Property and Assets) and 3.19 (Governmental Grants) of this Agreement or the Non-Vertebroplasty Purchase Agreement (collectively, the "Representations Not Subject to Cap"), (ii) the breach of any termination covenant, agreement or assignment other obligation of Seller Parties contained in this Agreement or the Custodial Non-Vertebroplasty Purchase Agreement, or (ii) any claims based on fraud or intentional misrepresentation.

Indemnification of the Purchaser. In Subject to the limitations set forth in Section 11.3, each Seller and Shareholder, jointly and severally, shall be responsible for and shall indemnify and hold Purchaser, Castle Dental, Castle PC and their respective officers, directors, agents, employees, shareholders and Affiliates (the "Purchaser Indemnitees") harmless from and against any and all Damages suffered by any Purchaser Indemnitee as a result of, caused by, arising out of, or in any way relating to (a) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of any Seller or Shareholder under this Agreement or any agreement relating hereto or any misrepresentation in or omission from any list, schedule, certificate, or other instrument furnished or to be furnished to the Purchaser by any Seller pursuant to the terms of this Agreement, (b) Excluded Liabilities or (c) any reduction in Sellers' net current assets as of November 30, 1998, determined in accordance with Section 3.4, from Sellers' net current assets as of the Balance Sheet Date (excluding in each case Excluded Assets and Excluded Liabilities) resulting from reasons other than (x) normal fluctuations in the ordinary course of business, (y) actions otherwise authorized under the terms of this Agreement or (z) matters as to which Castle Dental, Castle PC or Purchaser had knowledge at the Closing Date (with any claim for Damages relating to (a), (b) and (c) being referred to hereinafter as a "claim"). Notwithstanding the foregoing, in the event that the Custodian fails at or prior to produce Closing, Purchaser, Castle PC or Castle Dental had knowledge that a Mortgage Note, Assignment representation or warranty of Mortgage a Seller or any Shareholder was untrue or that a covenant or other document related obligation of a Seller or Shareholder had been breached or would be untrue or would have been a breach at Closing if not cured prior to a Mortgage Loan that was in its possession pursuant to Section 2 within five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure")Closing, then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to breach of such Purchaser representation or its designee upon request, a Lost Note Affidavit in warranty or breach of covenant or other obligation of such Seller or Shareholder under the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph terms of this Section 25. The Custodian agrees Agreement shall not be deemed to be a breach or violation of this Agreement and any such breach or violation of this Agreement shall be deemed to be waived and may not be the basis of a claim against the Sellers or the Shareholders pursuant to this Agreement; provided, however, that the limitations of this sentence shall not affect the Sellers' and Shareholders' obligations to indemnify and hold the harmless Purchaser, Castle PC or Castle Dental for Excluded Liabilities, for which the Trustee Sellers and the Master Servicer harmless against Shareholder shall remain responsible notwithstanding any and all direct liabilitiesknowledge of Purchaser, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Castle PC or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 the Custodial AgreementCastle Dental.

Indemnification of the Purchaser. In the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to The Debtor shall indemnify the Purchaser and each of its Subsidiaries and its Affiliates, successors and assigns (collectively, the "Indemnified Parties") and hold each of the Indemnified Parties harmless from and defend them each against any missing Mortgage Noteand all actions, promptly deliver to such Purchaser or its designee upon requestsuits, a Lost Note Affidavit in the form of Exhibit 7 annexed hereto proceedings, demands, judgments, losses, costs, liabilities, damages and (b)with respect to any missing document related to such Mortgage Loan including expenses, including, but not limited to, a missing Mortgage Note, indemnify the Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable out-of-pocket attorneys' feesand accountants' fees and disbursements (collectively, that may be imposed on"Damages"), incurred by, or asserted against it or them directly relating to resulting from or arising out of such Custodial Delivery Failure. In (i) any material breach or inaccuracy of any of the representations, warranties, covenants or agreements of the Debtor set forth in this Agreement or in any exhibit, schedule or other document delivered pursuant hereto, (ii) the performance of any service or the sale of any product prior to the Closing by the Debtor, (iii) the Debtor's ownership and operation of the Business, the Purchased Assets or the Business Real Estate on or prior to the Closing Date, (iv) any liability to any third Person under any Environmental Law arising out of any act or occurrence prior to the Closing Date relating to any of the Purchased Assets, the Business or the Business Real Estate, (v) the non-compliance with ERISA in any respect by the Debtor or any Affiliate of the Debtor, (vi) any liability of the Debtor to any taxing authority or unemployment commission or agency, (vii) any claim made against the Purchaser in respect of any failure to comply with any "bulk sales" law applicable to the transactions contemplated by this Agreement, including, but not limited to, Section 22(c) of the New Jersey State Sales and Use Tax Act and Section 15 of the New Jersey Business Personal Property Tax Act, (viii) any liability under the WARN Act as a result of the transactions contemplated hereby and by the Employee Leasing Agreement, (ix) the Purchaser's claim or defense of any claim, in each case resolved in favor of the Purchaser, regarding the amounts held in the escrow account established pursuant to the Employee Leasing Agreement, which dispute arises prior to or after the filing of any voluntary or involuntary bankruptcy by the Debtor; and (x) any liability of the Debtor not expressly assumed by the Purchaser pursuant to this Agreement; provided, however, that the Debtor shall have no event shall obligation to indemnify any of the Custodian or its directors, officers, agents and employees be liable Indemnified Parties for any special, indirect or consequential damages from Damages related to any action taken or omitted to be taken by it or them hereunder or decrease in connection herewith even if advised the value of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of Purchased Assets after the Custodial AgreementClosing Date.

Indemnification of the Purchaser. In the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect In addition to any missing Mortgage Note-------------------------------- the repurchase obligations set forth in Section 3.3, promptly deliver to such the Seller shall indemnify ----------- the Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer it harmless against any and all direct liabilities, obligations, losses, damages, penalties, actionsfines, judgmentsforfeitures, suitsjudgments and any related costs including, costswithout limitation, expenses or disbursements, including reasonable attorneys' and necessary legal fees, that may be imposed resulting from any claim, demand, defense or a material omission on the part of the Seller in receiving, processing, funding or servicing any Mortgage Loan, or from any assertion based on, incurred bygrounded upon or resulting from a breach of any of the Seller's representations and warranties contained in this Article III, or asserted against it or them directly relating failure to or arising out ----------- perform any warranty/agreements contained in this Agreement. Notwithstanding the foregoing, Seller shall not be liable for any damages resulting from a material omission on the part of such Custodial Delivery Failurethe Purchaser in servicing any Mortgage Loan after the Servicing Transfer Date. In no event addition to the obligations of the Seller set forth in this Article III, the Purchaser may pursue any and all remedies otherwise ----------- available at law or in equity, including, but not limited to, the right to seek damages. Notwithstanding the foregoing, Seller shall the Custodian or its directors, officers, agents and employees not be liable for any special, indirect consequential or consequential damages punitive damages. This section shall survive the transfer of the Mortgage Loans under this Agreement and the term of this Agreement. (b) Within ten (10) Business Days after a receipt by a party of a third party claim, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Agreement, deliver a claim notice to the indemnifying party; provided, however, that the omission so to notify the indemnifying party shall not relieve the indemnifying party from any action taken or omitted liability that the indemnifying party may have to be taken by it or them hereunder or in connection herewith even if advised the indemnified party otherwise than under this subsection, unless the indemnifying party is materially prejudiced thereby. In the event that any third party claim is made against the indemnified party and the indemnified party notifies the indemnifying party of the possibility commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), which consent shall not be unreasonably withheld. The indemnified party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at the expense of the indemnifying party, if the retention of such damagescounsel has been specifically authorized by the indemnifying party, if such counsel is retained because the indemnifying party does not notify the indemnified party within fifteen (15) Business Days after receipt of a claim notice that it elects to undertake the defense thereof, or if there is a reasonable basis on which the indemnified party's interest may differ from those of the indemnifying party. The foregoing indemnifying party shall remit payment for the amount of a valid and substantiated claim for indemnification shall survive any termination or assignment hereunder within fifteen (15) Business Days of the Custodial Agreementreceipt of a claim notice therefor. Upon the payment in full of any claim hereunder, the indemnifying party shall be subrogated to the rights of the indemnified party against any person with respect to the subject matter of such claim. In the event of a dispute, the parties shall proceed in good faith to negotiate a resolution of such dispute. The indemnified party shall have the right to reject any settlement approved by the indemnifying party if the indemnified party waives its right to indemnification hereunder. The indemnified party shall have the right to settle any third party claim over the objection of the indemnifying party (such settlement to include a complete release of the indemnifying party); provided, -------- however, that if the indemnifying party is contesting such claim in good faith ------- and has assumed the defense of such claim from the indemnified party, the indemnified party waives any right to indemnity therefor. In the event that the indemnifying party reimburses the indemnified party with respect to any third party claim and the indemnified party subsequently receives reimbursement from another person with respect to that third party claim, then the indemnified party shall remit such reimbursement from such other person to the indemnifying party within thirty (30) days of receipt thereof.

Indemnification of the Purchaser. In From and after the event that Closing, the Custodian fails to produce a Mortgage NoteSellers agree to, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within five (5) Business Days after required or requested by jointly and severally, indemnify, defend and hold harmless the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. In no event shall the Custodian or its directors, officers, employees, owners, agents and employees affiliates and their successors and assigns or heirs and personal representatives, as the case may be liable for (each a "PURCHASER INDEMNIFIED PARTY") from and against, and to promptly pay to or reimburse a Purchaser Indemnified Party for, any specialand all losses, indirect damages and expenses (including, without limitation, reasonable attorneys' and other advisors' fees and expenses), suits, actions, claims, deficiencies, liabilities or consequential damages from obligations (collectively, the "LOSSES") sustained by such Purchaser Indemnified Party relating to, caused by or resulting from: (a) any action taken misrepresentation, breach of warranty, or omitted failure to be taken fulfill or satisfy any covenant or agreement made by it or them hereunder or in connection herewith even if advised any Seller; (b) the operations and business of any Seller through the Closing Date, to the extent such Losses do not constitute Assumed Liabilities; and (c) the Excluded Liabilities. In the event that Purchaser suffers any Loss which is covered by insurance of the possibility of such damages. The foregoing indemnification shall survive Purchaser and/or any termination or assignment Seller, the parties agree: (a) if the Loss is covered by insurance of the Custodial Agreement.Purchaser and any Seller, the parties will look first to the insurance of any Seller, then to the insurance of the Purchaser and the balance of any Loss shall remain the responsibility of the Sellers; (b) if the Loss is covered by insurance of the Purchaser and not by any Seller, the parties will look first to the insurance of the Purchaser and the balance of any Loss shall remain the responsibility of the Sellers; (c) if the Loss is covered by insurance of any Seller and not by the Purchaser, the parties will look first to the insurance of the Seller and the balance of any Loss shall remain the responsibility of the Sellers; and (d) that the Purchaser will not have to exhaust its remedies with any insurance company and that if a claim is denied, Purchaser will then be able to seek redress against Sellers for the denied claim

Indemnification of the Purchaser. In the event that the Custodian 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 five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect In addition to any missing Mortgage Note-------------------------------- the repurchase obligations set forth in Section 3.3, promptly deliver to such the Seller shall indemnify -------------- the Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer it harmless against any and all direct liabilities, obligations, losses, damages, penalties, actionsfines, judgmentsforfeitures, suitsjudgments and any related costs including, costswithout limitation, expenses or disbursements, including reasonable attorneys' and necessary legal fees, that may be imposed resulting from any claim, demand, defense or a material omission on the part of the Seller in receiving, processing, funding or servicing any Mortgage Loan, or from any assertion based on, incurred bygrounded upon or resulting from a breach of any of the Seller's representations and warranties contained in this Article III, or asserted against it or them directly relating failure to or arising out ----------- perform any warranty/agreements contained in this Agreement. Notwithstanding the foregoing, Seller shall not be liable for any damages resulting from a material omission on the part of such Custodial Delivery Failurethe Purchaser in servicing any Mortgage Loan after the Servicing Transfer Date. In no event addition to the obligations of the Seller set forth in this Article III, the Purchaser may pursue any and all remedies ----------- otherwise available at law or in equity, including, but not limited to, the right to seek damages. Notwithstanding the foregoing, Seller shall the Custodian or its directors, officers, agents and employees not be liable for any special, indirect consequential or consequential damages punitive damages. This section shall survive the transfer of the Mortgage Loans under this Agreement and the term of this Agreement. (b) Within ten (10) Business Days after a receipt by a party of a third party claim, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Agreement, deliver a claim notice to the indemnifying party; provided, however, that the omission so to notify the indemnifying party shall not relieve the indemnifying party from any action taken or omitted liability that the indemnifying party may have to be taken by it or them hereunder or in connection herewith even if advised the indemnified party otherwise than under this subsection, unless the indemnifying party is materially prejudiced thereby. In the event that any third party claim is made against the indemnified party and the indemnified party notifies the indemnifying party of the possibility commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), which consent shall not be unreasonably withheld. The indemnified party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at the expense of the indemnifying party, if the retention of such damagescounsel has been specifically authorized by the indemnifying party, if such counsel is retained because the indemnifying party does not notify the indemnified party within fifteen (15) Business Days after receipt of a claim notice that it elects to undertake the defense thereof, or if there is a reasonable basis on which the indemnified party's interest may differ from those of the indemnifying party. The foregoing indemnifying party shall remit payment for the amount of a valid and substantiated claim for indemnification shall survive any termination or assignment hereunder within fifteen (15) Business Days of the Custodial Agreementreceipt of a claim notice therefor. Upon the payment in full of any claim hereunder, the indemnifying party shall be subrogated to the rights of the indemnified party against any person with respect to the subject matter of such claim. In the event of a dispute, the parties shall proceed in good faith to negotiate a resolution of such dispute. The indemnified party shall have the right to reject any settlement approved by the indemnifying party if the indemnified party waives its right to indemnification hereunder. The indemnified party shall have the right to settle any third party claim over the objection of the indemnifying party; provided, -------- however, that if the indemnifying party is contesting such claim in good faith ------- and has assumed the defense of such claim from the indemnified party, the indemnified party waives any right to indemnity therefor. In the event that the indemnifying party reimburses the indemnified party with respect to any third party claim and the indemnified party subsequently receives reimbursement from another person with respect to that third party claim, then the indemnified party shall remit such reimbursement from such other person to the indemnifying party within thirty (30) days of receipt thereof.

Indemnification of the Purchaser. In (a) Subject to the event that provisions of this Article IX, the Custodian fails to produce a Mortgage NoteShareholders shall jointly and severally indemnify and hold harmless the Purchaser and its directors, Assignment of Mortgage officers and Affiliates from and against, and in respect of, any and all Losses incurred by, resulting from, arising out of, relating to, imposed upon or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within five (5) Business Days after required or requested incurred by the Purchaser or any of its designeedirectors, and providedofficers or Affiliates, that or the Company after the Closing Date, by reason of (i) Custodian previously delivered to any inaccuracy in, or breach of, any of the Trustee representations and warranties of the Company or the Master Servicer a Certification with respect to such document; Shareholders contained in this Agreement, (ii) such document is not outstanding pursuant to a request for release any breach of documents and receipt any covenants or agreements of the Company or the Shareholders contained in the form annexed hereto as Exhibit 3; and this Agreement, (iii) such document was held by any Environmental Claims or (iv) the Custodian on behalf Antitrust Matter. For purposes of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee indemnification obligations hereunder and the Master Servicer calculation of Losses, any inaccuracy in, or breach of a representation and warranty shall be deemed to constitute a breach of such representation or warranty, notwithstanding any limitation or qualification as to the materiality set forth in such representation or warranty as to the scope, accuracy or completeness thereof, it being the intention of the parties that the Purchaser shall, subject to Section 9.8 hereof, be indemnified and held harmless from and against any and all direct liabilitiesLosses to which the Purchaser is entitled to indemnification hereunder. (b) Subject to the provisions of this Article IX, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. In no event the Shareholders shall jointly and severally indemnify and hold harmless the Custodian or Purchaser and its directors, officersofficers and Affiliates from and against, agents and employees in respect of, any and all Taxes that the Company or any Company Subsidiary is required to pay as a result of the Tax Audits (as defined below), which are in addition to the Taxes previously paid with respect to the matters and the Tax periods covered by such Tax Audits and that are in excess of the amounts reserved on the Financial Statements. The Purchaser shall cause the Company and the Company Subsidiaries to use their reasonable efforts to defend such Tax Audits in an effort to mitigate the Taxes payable as a result of such Tax Audits. The Shareholders shall have the right to participate in the Tax Audits, and in the event that it becomes reasonably likely that the Shareholders would be liable obligated to indemnify the Purchaser for such Tax Audits, the Shareholders may elect to control the defense of the Tax Audits. For purposes of this Section 9.2(b), "participate" shall mean the right to participate in conferences, meetings or proceedings with any specialTax Authority, indirect the subject matter of which includes an item for which the Shareholders may have liability hereunder, and participation in the submission and determination of the content of documentation and oral presentations to or consequential damages from any action taken or omitted to be taken by it or them hereunder or before a Tax Authority in connection herewith even if advised with the Tax Audits. The Purchaser and the Company agree that without the written consent of the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of the Custodial Agreement.Shareholders, which consent will not be

Indemnification of the Purchaser. In the event that the Custodian 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 five two (52) Business Days after required or requested by the Purchaser or its designee(a "Custodial Delivery Failure"), and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer Purchaser a Certification Trust Receipt with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by assigned or sold to the Custodian on behalf of the Trustee (a "Custodial Delivery Failure")--------- Purchaser, then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 10 annexed hereto and (b)with b) with respect to any missing ---------- document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, (1) indemnify the Trustee Purchaser in accordance with the succeeding paragraph of this Section 2525 and, (2) at the Purchaser's option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Xxxxx'x Investors Service or Standard and Poor's Ratings Group, obtain and maintain an insurance bond in the name of the Purchaser, 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 Mortgage Loan or such lesser amount requested by the Purchaser in the Purchaser's sole discretion. The Custodian agrees to indemnify and hold the Purchaser, the Trustee Purchaser and the Master Servicer its designee harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorneys' 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 such Custodial Delivery Failure. 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 the Custodial AgreementAgreement and the resignation or removal of the Custodian.

Indemnification of the Purchaser. In Subject to Sections 14.3 and 14.4 hereof, the event that Seller agrees to defend, indemnify and hold harmless the Custodian fails Purchaser and its respective Affiliates and their respective officers, directors, agents and representatives and the respective successors and permitted assigns of each of the foregoing (collectively, the "Purchaser Indemnitees") against and in respect of any costs, damages (including claims for natural resource damages or Remediation), losses, expenses, claims, obligations, diminution of value or other liabilities (including legal and other expenses incurred in investigating and defending or enforcing any claims or deficiencies) (collectively, "Losses"), incurred by the Purchaser Indemnitees to produce the extent resulting or arising from: (a) a Mortgage Note, Assignment breach of Mortgage any of the representations or any other document related to a Mortgage Loan that was warranties made by the Seller in its possession Section 5 of this Agreement or in the certificate delivered pursuant to Section 2 within five 8.5; (5b) Business Days after required except with respect to Environmental Remediation Liabilities, which are covered by Section 14.2(c) below, a breach of any of the covenants or requested agreements (other than the Transaction Documents and the covenants or agreements contained in Section 7.2(a) through (g)) made or to be performed by the Seller pursuant to this Agreement; (c) all liabilities or obligations to perform Remediation on or about an Owned Real Property or a Leased Real Property, except to the extent such liabilities or obligations are caused, increased or otherwise exacerbated by the Purchaser or its designeeAffiliates or agents, and providedarising out of or relating to (collectively, "Environmental Remediation Liabilities"): (A) any Known Environmental Liability; or (B) other than any Known Environmental Liabilities, any condition or contamination that (i) Custodian previously delivered Purchaser can show arose due to Seller's actions in operating the Trustee Packaged Gas Business or the Master Servicer a Certification Purchased Assets, or the Seller's omissions with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf operation of the Trustee Packaged Gas Business or the Purchased Assets to the extent such omissions were inconsistent with obligations under applicable Environmental Law or were otherwise not commercially reasonable. (a "Custodial Delivery Failure")d) except with respect to Environmental Remediation Liabilities, then which are covered by Section 14.2(c) above, the Custodian shall Excluded Liabilities; (ae) any liability or obligation (excluding Environmental Remediation Liabilities, which are covered by Section 14.2(c) above) with respect to the Seller's operation of property subject to a Purchaser Real Property Lease or the Purchaser Real Property Sublease on or after the Closing Date; or (f) any missing Mortgage Note, promptly deliver failure to such Purchaser or its designee upon requestcomply with the "bulk sales" laws applicable to the transactions contemplated by this Agreement. The obligations of the Seller hereunder shall bind the successors and assigns of the Seller. For all purposes of Section 14.2, a Lost Note Affidavit in breach of the form of Exhibit 7 annexed hereto Seller's representations and (b)with respect warranties shall be determined without regard to any missing document related limitation or qualification as to "materiality", "material", "materially" or "Business Material Adverse Effect" set forth in such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses representation or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 the Custodial Agreementwarranty.

Indemnification of the Purchaser. In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant Subject to Section 2 within five (5) Business Days after required or requested by 9.7(b), the Sellers shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Losses which arise out of, or its designeeresult from, and providedthe following Tax matters (collectively, that the "Tax Matters"): (i) Custodian previously delivered to any Tax in excess of amounts accrued in respect of such Tax on any Company's financial books and records (which accruals shall be made in accordance with Applicable GAAP and shall not reflect any of the Trustee transactions contemplated by this Agreement) payable by or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee Sellers or any Sellers' Affiliates, or any Company, for any taxable period ending on or prior to the Closing Date (a "Custodial Delivery Failure"or for the portion ending on the Closing Date of any taxable period that includes but does not begin or end on the Closing Date), then (ii) any deficiencies in any Tax payable by, or on behalf of, the Custodian shall (a) Sellers or any Sellers' Affiliates, or any Company arising from any audit by any taxing agency or authority with respect to any missing Mortgage Noteperiod ending on or prior to the Closing Date (or for the portion ending on the Closing Date of any taxable period that includes but does not begin or end on the Closing Date), promptly deliver (iii) any claim or demand for reimbursement or indemnification resulting from any transfer by the Sellers prior to such Purchaser the Closing of any Tax benefits or its designee upon requestcredits to any other Person, (iv) one-half of any Transfer Taxes arising from the Transactions contemplated by this Agreement, (v) any Liability for Taxes as a Lost Note Affidavit in result of the form of Exhibit 7 annexed hereto Euro Cormar Separation and (b)with respect vi) any breach of any representation or warranty made by any Seller in Sections 4.18 and 5.17 (provided, that, to the extent that any missing document related such representation or warranty is qualified by immateriality, materiality, material adverse effect or any derivation of any of the foregoing, such qualifications shall be ignored for purposes of indemnification under this Section 9.6); provided, that the Purchaser shall not be entitled to such Mortgage Loan including but not limited to, recover more than the amount of any Loss due as a missing Mortgage Note, indemnify the Trustee in accordance with the succeeding paragraph result of bringing a claim for indemnification under more than one clause of this Section 25. The Custodian agrees to indemnify and hold the Purchaser9.6(a); provided, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' feesfurther, that may be imposed on, incurred by, or asserted against it or them directly a "Loss" for purposes of this Section 9.6(a) only shall not include any amount of Tax to the extent attributable to a change by a Company after the Closing Date in a legally permissible method of tax accounting that was used by such Company consistently through the Closing Date (but a change after the Closing Date by any Company relating to or arising out the transfer pricing used in respect of such Custodial Delivery Failure. In no event shall the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from payment between any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility Companies shall not be viewed as a change in a legally permissible method of such damages. The foregoing indemnification shall survive any termination or assignment tax accounting for purposes of the Custodial Agreementpreceding proviso).

Indemnification of the Purchaser. In (a) Except with respect to liabilities assumed by the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession Purchaser pursuant to Section 2 within five (5) Business Days after required or requested by 3.1 hereof and subject to Sections 8.4.3, 8.16 and 11.8 hereof, the Sellers, Clare, TUG NY and the Selling Shareholders shall jointly and severally indemnify the Purchaser or its designee, and provided, that (i) Custodian previously delivered to the Trustee or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to such Purchaser or its designee upon request, a Lost Note Affidavit in the form of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer it harmless against any and all direct liabilitiescosts, obligationsexpenses, claims, damages, lawsuits, attorneys', accountants' and other professional fees, losses, damagesdeficiencies, assessments, administrative orders, fines, penalties, actions, proceedings, judgments, suitsliabilities and obligations of any kind or description (a "Claim") asserted against, costsincurred, expenses or disbursementsrequired to be paid by the Purchaser (regardless of when asserted or by whom), associated with or arising, from (i) any and all Excluded Liabilities and any and all liabilities, obligations and commitments of the Sellers, Clare, TUG NY and/or the Selling Shareholders not expressly assumed by or disclosed to the Purchaser hereunder, (ii) any breach by the Sellers, Clare, TUG NY or the Selling Shareholders of any representation, warranty or covenant contained in this Agreement, (iii) the failure of the Sellers, Clare, TUG NY and/or the Selling Shareholders to perform any other obligation imposed on such entity or person by this Agreement, and (iv) any employee benefit plan or policy maintained by or on behalf of the Sellers, Clare, TUG NY and/or the Selling Shareholders, including reasonable attorneys' feesany obligation under Section 8.3, that may be imposed onat any time prior to the Closing Date, incurred byregardless of whether such Claim is asserted before or after the Closing Date and regardless of when the Claim arose. (b) In the event any director, officer, employee, agent or representative of the Purchaser ("Purchaser Representative") is subject to a Claim which, if asserted against it the Purchaser, would entitle the Purchaser to indemnification in accordance with Section 8.4.1(a) hereof, such Purchaser Representative or, to the extent that such Purchaser Representative's liabilities, obligations or them directly relating costs in connection with such Claim have been borne by the Purchaser, then the Purchaser shall be indemnified by the Sellers in accordance with Section 8.4.1(a) hereof, provided that a final determination has been made that such Purchaser Representative has not intentionally violated law or acted outside the scope of his/her authority in connection with such Purchaser Representative's duties, in which event neither the Purchaser nor such Purchaser Representative, as the case may be, shall be indemnified pursuant to or arising out this Section 8.4.1(b). (c) Purchaser shall not be entitled to indemnification under this Section 8.4.1, unless and until the aggregate amount of all Purchaser's Claims exceeds an aggregate amount equal to $100,000 (the "Sellers' Basket Amount"). If Purchaser's Claims exceed the Sellers' Basket Amount, then the Purchaser shall be entitled to recover the full amount of such Custodial Delivery Failure. In no event Purchaser's Claims without regard to the Sellers' Basket Amount. (d) Subject to the insurer's maintaining its right of recourse or contribution against a person who has caused an injury or damage, the amount of any Claims for which indemnification is provided under this Section 8.4.1 shall be net of any amounts recovered or recoverable by the Custodian or its directors, officers, agents and employees be liable for any special, indirect or consequential damages from any action taken or omitted Purchaser under insurance policies with respect 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 the Custodial AgreementClaim.

Indemnification of the Purchaser. In the event that the Custodian fails (a) The Seller (A) hereby agrees to produce a Mortgage Notedefend, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within five (5) Business Days after required or requested by the Purchaser or its designeeindemnify, and providedhold harmless the Purchaser, that each WinZip Entity and each of their respective Affiliates, and each of their respective directors, managers, officers, employees, representatives, agents, successors and assigns (individually, and collectively, the "Purchaser Indemnified Parties") against and in respect of any and all Losses caused by or resulting or arising from (i) Custodian previously delivered to the Trustee breach by WinZip Holdings or the Master Servicer a Certification with respect Seller of any of their covenants or agreements hereunder or under any of the Transaction Documents (limited, in the case of WinZip Holdings, to such documentbreaches occurring at or before Closing); and (ii) such document is not outstanding pursuant to a request for release the breach or inaccuracy of documents and receipt in any of the form annexed hereto as Exhibit 3; and (iii) such document was held representations or warranties made by the Custodian on behalf Seller herein (including in any Exhibit or Schedule) or in any Transaction Document. (b) The Purchaser Indemnified Parties shall promptly after any of them becomes aware of any circumstance which might reasonably be expected to become the Trustee subject matter of a claim to be made by any of them against the Seller under this Agreement (a "Custodial Delivery FailurePurchaser Claim"), then advise the Custodian Seller in writing of such circumstance, and shall (a) provide the Seller, from time to time, such information that the Seller shall reasonably request in connection therewith; provided that any delay or failure to so advise the Seller shall not relieve the Seller from any liability except to the extent that the defense of such Purchaser Claim is prejudiced by such delay or failure. The Purchaser shall have exclusive control and discretion in the conduct of the defense of any such matter, however, the Seller shall not be required to make any indemnification hereunder with respect to any missing Mortgage Noteamounts paid in settlement except to the extent the Seller have approved the terms thereof, promptly deliver acting reasonably. The Seller shall have the right to such employ separate counsel in any action brought in respect of any matter which is or may be the subject of a Purchaser or its designee upon requestClaim for indemnification hereunder, a Lost Note Affidavit and shall have the right to participate in the form defense thereof, but the fees and expenses related thereto, including fees and expenses of Exhibit 7 annexed hereto and counsel, shall be at the expense of the Seller. (b)with c) Notwithstanding anything to the contrary contained herein, the liability of the Seller to Purchaser Indemnified Parties with respect to any missing document related claims for indemnification pursuant to such Mortgage Loan including but Section 9.01(a) is subject to the following: The Seller shall not limited to, a missing Mortgage Note, indemnify the Trustee in accordance be liable to Purchaser Indemnified Parties with the succeeding paragraph of respect to claims for indemnification pursuant to this Section 25. The Custodian agrees 9.01: (i) (A) to indemnify and hold the Purchaser, extent that the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. 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 dollar value of the possibility of amounts indemnifiable for such damages. The foregoing indemnification shall survive any termination or assignment breaches exceeds an aggregate of the Custodial Agreement.product of (i) ninety-three thousand - 27 - two hundred thirty-eight (93,238) multiplied by (ii) the Per Share Consideration (the "General Indemnity Cap"); and

Indemnification of the Purchaser. In From and after the event that Closing, subject to the Custodian fails provisions of this Article VIII, the Seller shall indemnify the Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and Representatives (each, a “Purchaser Indemnified Party”) against, and hold each Purchaser Indemnified Party harmless from and against, any and all Losses suffered or incurred by such Purchaser Indemnified Party, arising from, relating to produce or otherwise in connection with the following (whether or not involving a Mortgage NoteThird Party Claim) (collectively, Assignment the “Purchaser Indemnifiable Loss”): (a) any breach of Mortgage any representation or warranty of the Seller contained in Article III of this Agreement or in any other agreement, certificate or instrument executed and delivered by the Seller pursuant to this Agreement; (b) any breach or failure to perform any covenant or agreement of the Seller contained in this Agreement or in any other agreement or instrument executed and delivered by the Seller pursuant to this Agreement; (c) Company Taxes; (d) the Assumed Liabilities (as defined in the TFX Contribution Agreement) and any Liabilities arising from or in connection with the sale or transfer of the TFX Business or the TFX Contribution Agreement or related to the TFX Divestiture; (e) any Liabilities arising from or in connection with any and all of the Company’s obligations under or related to the Asset Purchase Agreement, dated November 26, 2014, by and among TFX, Employee Leasing Solutions, Inc., the Company and the other parties named therein, with respect to the deferred payment thereunder or otherwise; (f) any Indebtedness of the Company or the Parent existing as of the Closing Date to the extent not paid, discharged or extinguished at or prior to the Closing; (g) any Indebtedness of the Seller or any of its Subsidiaries and any other document Liabilities of the Seller or any of its Subsidiaries (other than the Company and the Parent) existing as of the Closing; (h) any Company Transaction Expenses (including Transaction Compensation Payments and related Taxes) to a Mortgage Loan that was in its possession the extent not paid at the Closing or otherwise deducted from the Purchase Price for payment by Purchaser following the Closing pursuant to Section 2 within five (5) Business Days after required or requested by the Purchaser or its designee, and provided, that Flow of Funds Memorandum; (i) Custodian previously delivered to any claims for indemnification or similar obligation of the Trustee Company or Parent by any director, manager, officer, employee or equity owner of the Parent or the Master Servicer a Certification with respect to such document; (ii) such document is not outstanding pursuant to a request for release Company or any of documents and receipt in the form annexed hereto as Exhibit 3; and (iii) such document was held by the Custodian on behalf of the Trustee (a "Custodial Delivery Failure"), then the Custodian shall (a) their respective Subsidiaries with respect to any missing Mortgage Note, promptly deliver to such Purchaser acts or its designee upon request, a Lost Note Affidavit in the form omissions of Exhibit 7 annexed 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 Trustee in accordance with the succeeding paragraph of this Section 25. The Custodian agrees to indemnify and hold the Purchaser, the Trustee and the Master Servicer harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of such Custodial Delivery Failure. In no event shall Persons prior to the Custodian or its directors, officers, agents and employees be liable for Closing; or (j) 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 the Custodial Agreementmatter described on Schedule 8.2.