15, 2006, AMONG SELLER AND BUYER (THE
"AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT").
4.
ON THE APPLICABLE PURCHASE DATE, IN THE EVENT THAT BUYER FAILS TO
PURCHASE ANY NEW LOAN FROM SELLER THAT IS IDENTIFIED IN THE RELATED CUSTODIAL
DELIVERY- CERTIFICATE, BUYER SHALL DELIVER BY FACSIMILE TO THE BAILEE AT (212)
230-7830 TO THE ATTENTION OF ROBERT J. GRADOS, ESQ., AN AUTHORIZATION (THE
"FACSIMILE AUTHORIZATION") TO RELEASE THE PURCHASED LOAN FILES WITH RESPECT TO
THE PURCHASED LOANS IDENTIFIED THEREIN TO SELLER. UPON RECEIPT OF SUCH FACSIMILE
AUTHORIZATION, THE BAILEE SHALL RELEASE THE PURCHASED LOAN FILES TO SELLER IN
ACCORDANCE WITH SELLER'S INSTRUCTIONS.
5.
FOLLOWING THE PURCHASE DATE, THE BAILEE SHALL FORWARD THE
PURCHASED LOAN FILES TO DEUTSCHE BANK TRUST COMPANY AMERICAS, 1761 EAST ST.
ANDREW PLACE, SANTA ANA, CALIFORNIA 92705, ATTENTION:
MORTGAGE CUSTODY-QT031C
(THE "CUSTODIAN") BY INSURED OVERNIGHT COURIER FOR RECEIPT BY THE CUSTODIAN NO
LATER THAN 1:00 P.M. ON THE THIRD BUSINESS DAY FOLLOWING THE APPLICABLE PURCHASE
DATE (THE "DELIVERY DATE").
6.
FROM AND AFTER THE APPLICABLE PURCHASE DATE UNTIL THE TIME OF
RECEIPT OF THE FACSIMILE AUTHORIZATION OR THE APPLICABLE DELIVERY DATE, AS
APPLICABLE, THE BAILEE (A) SHALL MAINTAIN CONTINUOUS CUSTODY AND CONTROL OF THE
RELATED PURCHASED LOAN FILES AS BAILEE FOR BUYER AND (B) IS HOLDING THE RELATED
PURCHASED LOANS AS SOLE AND EXCLUSIVE BAILEE FOR BUYER UNLESS AND UNTIL
OTHERWISE INSTRUCTED IN WRITING BY BUYER.
7.
THE SELLER AGREES TO INDEMNIFY AND HOLD THE BAILEE AND ITS
PARTNERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES HARMLESS AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING
REASONABLE ATTORNEY'S FEES, THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST IT OR THEM IN ANY WAY RELATING TO OR ARISING OUT OF THIS BAILEE
AGREEMENT OR ANY ACTION TAKEN OR NOT TAKEN BY IT OR THEM HEREUNDER UNLESS SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS (OTHER THAN SPECIAL, INDIRECT, PUNITIVE OR
CONSEQUENTIAL DAMAGES, WHICH SHALL IN NO EVENT BE PAID BY THE BAILEE) WERE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE BAILEE BECAUSE OF THE BREACH BY
THE BAILEE OF ITS OBLIGATIONS HEREUNDER, WHICH BREACH WAS CAUSED BY NEGLIGENCE,
LACK OF GOOD FAITH OR WILLFUL MISCONDUCT ON THE PART OF THE BAILEE OR ANY OF ITS
PARTNERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES. THE FOREGOING
INDEMNIFICATION SHALL SURVIVE ANY RESIGNATION OR REMOVAL OF THE BAILEE OR THE
TERMINATION OR ASSIGNMENT OF THIS BAILEE AGREEMENT.
8.
(A)
IN THE EVENT THAT THE BAILEE FAILS TO PRODUCE A MORTGAGE
NOTE, MEZZANINE NOTE, ASSIGNMENT OF A PURCHASED LOAN OR ANY OTHER DOCUMENT
RELATED TO A PURCHASED LOAN THAT WAS IN ITS POSSESSION WITHIN TEN (10) BUSINESS
DAYS AFTER REQUIRED OR REQUESTED BY SELLER OR BUYER (A "DELIVERY FAILURE"), THE
BAILEE SHALL INDEMNIFY SELLER OR BUYER IN ACCORDANCE WITH THE SUCCEEDING
PARAGRAPH OF THIS SECTION 8.
XIII-2
(B)
THE BAILEE AGREES TO INDEMNIFY AND HOLD BUYER AND SELLER, AND
THEIR RESPECTIVE AFFILIATES AND