DESIGNEES HARMLESS AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING
REASONABLE ATTORNEY'S FEES, THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST IT OR THEM IN ANY WAY RELATING TO OR ARISING OUT OF A CUSTODIAL DELIVERY
FAILURE OR THE BAILEE'S NEGLIGENCE, LACK OF GOOD FAITH OR WILLFUL MISCONDUCT.
THE FOREGOING INDEMNIFICATION SHALL SURVIVE ANY TERMINATION OR ASSIGNMENT OF
THIS BAILEE AGREEMENT.
9.
THE SELLER HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT THE
BAILEE IS NOT AN AFFILIATE OF OR OTHERWISE CONTROLLED BY SELLER. NOTWITHSTANDING
THE FOREGOING, THE PARTIES HEREBY ACKNOWLEDGE THAT THE BAILEE HEREUNDER MAY ACT
AS COUNSEL TO SELLER IN CONNECTION WITH A PROPOSED LOAN AND PAUL, HASTINGS,
JANOFSKY & WALKER LLP, IF ACTING AS BAILEE, HAS REPRESENTED SELLER IN CONNECTION
WITH NEGOTIATION, EXECUTION AND DELIVERY OF THE AMENDED AND RESTATED MASTER
REPURCHASE AGREEMENT.
10.
IN CONNECTION WITH A PLEDGE OF THE PURCHASED LOANS AS COLLATERAL
FOR AN OBLIGATION OF BUYER, BUYER MAY PLEDGE ITS INTEREST IN THE CORRESPONDING
PURCHASED LOAN FILES HELD BY THE BAILEE FOR THE BENEFIT OF BUYER FROM TIME TO
TIME BY DELIVERING WRITTEN NOTICE TO THE BAILEE THAT BUYER HAS PLEDGED ITS
INTEREST IN THE IDENTIFIED PURCHASED LOANS AND PURCHASED LOAN FILES, TOGETHER
WITH THE IDENTITY OF THE PARTY TO WHOM THE PURCHASED LOANS HAVE BEEN PLEDGED
(SUCH PARTY, THE "PLEDGEE"). UPON RECEIPT OF SUCH NOTICE FROM BUYER, THE BAILEE
SHALL MARK ITS RECORDS TO REFLECT THE PLEDGE OF THE PURCHASED LOANS BY BUYER TO
THE PLEDGEE. THE BAILEE'S RECORDS SHALL REFLECT THE PLEDGE OF THE PURCHASED
LOANS BY BUYER TO THE PLEDGEE UNTIL SUCH TIME AS THE BAILEE RECEIVES WRITTEN
INSTRUCTIONS FROM BUYER THAT THE PURCHASED LOANS ARE NO LONGER PLEDGED BY BUYER
TO THE PLEDGEE, AT WHICH TIME THE BAILEE SHALL CHANGE ITS RECORDS TO REFLECT THE
RELEASE OF THE PLEDGE OF THE PURCHASED LOANS AND THAT THE BAILEE IS HOLDING THE
PURCHASED LOANS AS CUSTODIAN FOR, AND FOR THE BENEFIT OF, BUYER.
11.
FROM TIME TO TIME, SUBJECT TO THE ACCEPTANCE AND APPROVAL OF
BUYER, SELLER MAY REQUEST PURSUANT TO A REQUEST SUBSTANTIALLY IN THE FORM OF
ANNEX 6 TO THE CUSTODIAL AGREEMENT THE DELIVERY BY THE CUSTODIAN TO THE BAILEE
OF SOME OR ALL OF THE PURCHASED LOAN FILE FOR THE PURPOSES SET FORTH IN SUCH
REQUEST. UPON RECEIPT OF THE PURCHASED LOAN FILE OR SUCH PORTIONS THEREOF,
BAILEE SHALL HOLD THE SAME AS SOLE AND EXCLUSIVE BAILEE FOR BUYER UNTIL SUCH
TIME AS THE PURCHASED LOAN FILE, OR SUCH PORTIONS THEREOF, ARE REDELIVERED TO
THE CUSTODIAN OR TO SUCH OTHER PERSONS, AS OTHERWISE DIRECTED BY BUYER, SUBJECT
IN EITHER CASE TO THE PROVISIONS SET FORTH HEREIN GOVERNING STANDARDS OF CARE
AND INDEMNIFICATION AND EXCEPT AS OTHERWISE PROVIDED BY ANY DOCUMENT
SPECIFICALLY AMENDING, SUPPLEMENTING OR MODIFYING THE TERMS HEREOF WHICH IS
EXECUTED AND DELIVERED BY ALL PARTIES HERETO IN CONNECTION WITH SUCH DELIVERY OF
THE PURCHASED LOAN FILE, OR SUCH PORTIONS THEREOF, TO BAILEE.