A Clearing Member who maintains Collateral with CDP shall indemnify and hold CDP harmless from any loss, damage, costs, charges and/or expenses of whatsoever nature and howsoever arising ("Loss") suffered or incurred by CDP to any designated custodian which may result from or arise with respect to:

(1) any act, delay or omission in connection with Collateral (whether by such Clearing Member or CDP) deposited with such designated custodian; or
(2) any contract or agreement between CDP and any designated custodian, or any representation, warranty or undertaking given by CDP to any designated custodian, in relation to or otherwise in connection with Collateral deposited with such designated custodian,

PROVIDED THAT this indemnity shall not cover any Loss and/or liability of CDP attributable or referable to the gross negligence or wilful misconduct of CDP or any of CDP's officers, agents and/or employees.

Added on 21 January 201321 January 2013.