Assessments of Compliance and Attestation Statements Sample Clauses

Assessments of Compliance and Attestation Statements. Citibank will, in its capacity as Custodian, perform the obligations of the Custodian under Sections 3.15(a), 3.15(b) and 3.15(c) of the Pooling Agreement, and will provide any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K Disclosure Information (as such terms are defined in the Pooling Agreement) required so to be delivered by the Custodian under Section 4.09 of the Pooling Agreement. 4 Access to Records Subject to section 3(b), upon not less than three days' notice, Citibank will permit the Trustee, CitiMortgage or any Subservicer appointed by CitiMortgage or their duly authorized representatives, attorneys or auditors to inspect the Mortgage Files and the books and records maintained by Citibank pursuant hereto at such times as the Trustee, CitiMortgage or any Subservicer may reasonably request, subject only to compliance by the Trustee, CitiMortgage or any Subservicer with the security procedures of Citibank applied by Citibank to its own employees having access to these and similar records. 5 Instructions; Authority to Act Citibank will be deemed to have received proper instructions with respect to the Mortgage Files upon its receipt of written instructions signed by a Responsible Officer of the Trustee or a Servicing Officer of the Servicer. A certified copy of a resolution of the Board of Directors of the Trustee may be accepted by Citibank as conclusive evidence of the authority of any such officer to act and may be considered as in full force and effect until receipt of written notice to the contrary by Citibank from the Trustee, CitiMortgage or any Subservicer. Such instructions may be general or specific in terms. Citibank may rely upon and will be protected in acting in good faith upon any such written instructions received by it and which it reasonably believes to be genuine and duly authorized with respect to all matters pertaining to this agreement and its duties hereunder. 6 Indemnification (a) Citibank will indemnify the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Trustee as the result of any act or omission in any way relating to the maintenance and custody by Citibank of the Mortgage Files; provided, however, that Citibank will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of the Trustee. (b) To the extent provided under Section 8.05(b) of the Pooling Agreement, CitiMortgage will indemnify Citibank and hold it harmless against any loss, liability or expense incurred without negligence or bad faith on Citibank's part, arising out of or in connection with the acceptance or administration of the trust or trusts created under the Pooling Agreement or Citibank's custody of the Mortgage Files, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or under the Pooling Agreement. Such indemnification will survive the payment of the certificates and termination of the Trust Fund, as well as the resignation or removal of CitiMortgage as Servicer (if such action which caused the need for the indemnification occurred while CitiMortgage acted as Servicer), and for purposes of such indemnification neither the negligence nor bad faith of the Trustee will be imputed to, or adversely affect, the right of Citibank to indemnification.