Common use of Indemnification of Custodian Clause in Contracts

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Except as set forth in Section 25, neither the Custodian nor any of its directors, officers, agents or employees, shall be liable to any Person for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for a breach of its obligations hereunder, which breach was caused by its or their own negligence, bad faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable to any Person for any special, indirect or consequential damages resulting 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 Trust agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless except for such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Custodial Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Except as set forth in Section 25, neither the Custodian nor any of its directors, officers, agents or employees, shall be liable to any Person for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for a breach of its obligations hereunder, which breach was caused by its or their own negligence, bad faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable to any Person for any special, indirect or consequential damages resulting 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 Trust agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s attorneys’ fees, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless except for such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Custodial Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder. It is hereby understood that the Trustee shall not be liable for the acts or omissions of the Custodian.

Indemnification of Custodian. The Borrower agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable attorney’s '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 this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure 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 two (2) Business Days after required or requested written request therefor by the Trustee, Lender or the Borrower in accordance with the terms and provided, conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the Trustee Lender a Trust Receipt Receipt, Custodian Loan Transmission and Initial Certification with respect to an Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related date of pledge; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5; and (iii) such document was held by the Custodian on behalf of the TrusteeBorrower or the Lender, as applicable (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Lender or the Borrower, upon request, a Lost Note Affidavit in the form of Annex 9 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 Borrower or Lender in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Lender or the Borrower, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Lender or the Borrower, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Lender and Borrower, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or its directorsout-of-pocket expenses, officersincluding reasonable attorney's fees, agents and employees that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the Custodian's negligence, lack of good faith or misconduct or any breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. (a) The Borrower agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s feesfees and expenses, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial 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) were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund Borrower and Trustee, its employees, officers and directors designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable 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 a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two Custodial Delivery Failure (2) Business Days after required or requested by the Trustee, and as defined below); provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf shall not be responsible for consequential damages of the Trusteeany kind. In no event The foregoing indemnifications shall survive any resignation or removal of 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 this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Company agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s fees's fees and expenses, that may be imposed on, incurred by, or asserted against it or them directly in any way relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan Purchased Asset that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the TrusteeCompany or the Buyer (a "Custodial Delivery Failure"), and provided, provided that (i) Custodian previously delivered to the Trustee Buyer a Trust Receipt Loan Schedule and Initial Certification with respect to Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall Company or Buyer, as applicable, then the Custodian shall (a) with respect to any missing Note, promptly deliver to the Buyer or its directorsCompany upon request, officersa Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Purchased Asset, agents and employees be liable for including but not limited to a missing Note, at the Buyer's option, at 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 time the possibility of such damages. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation long term obligations of the Custodian hereunderare rated below investment grade by Xxxxx'x or S&P, obtain on or before 75 days following the Buyer's written request therefor, and thereafter maintain an insurance bond in the name of the Buyer, 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 related Purchased Asset or such lesser amount requested by the Buyer in the Buyer's sole discretion.

Indemnification of Custodian. The Neither the Custodian nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own gross negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, affiliates, officers, agents, and employees be held liable for any special, indirect or consequential damages resulting 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. DLJMC agrees to indemnify, from DLJMC's own funds, and hold the Custodian and its directors, affiliates, officers, agents agents, and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 this Custodial Agreement or any action taken or not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, affiliates, officers, agents agents, or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify indemnify, from Custodian's own funds, and hold the Trust Fund Trustee and Trusteeits directors, its employeesaffiliates, officers officers, agents, and directors employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 a failure to produce a Mortgage Note, Assignment this Custodial Agreement or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or in connection herewith even if advised disbursements were imposed on, incurred by or asserted against the Trustee because of the possibility breach by the Trustee of such damagesits obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Trustee or any of its directors, affiliates, officers, agents, or employees. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or the removal or resignation of the Custodian hereunderTrustee.

Indemnification of Custodian. The From and at all times after the date of this Joinder Agreement, Administrator and the Project Owner, jointly and severally, shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Custodian and its directorseach director, officersofficer, agents employee, attorney, agent and employees shall be indemnified affiliate of the Custodian (each, an “Indemnified Party”) against any and held harmless by the Trust Fund against liabilitiesall actions, obligationsclaims (whether or not valid), losses, damages, penaltiesliabilities, actionscosts and expenses of any kind or nature whatsoever (including, judgmentswithout limitation, suits, costs, expenses or disbursements, including reasonable attorney’s attorneys’ fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, costs and expenses) incurred by or asserted against the Custodian because any of the breach Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including, without limitation, the Administrator or the Project Owner, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Master Custody Agreement or this Joinder Agreement or any transactions contemplated therein or herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have been directly caused solely by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith gross negligence or willful misconduct on the part of such Indemnified Party. The obligations of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in Administrator and the Project Owner under this section Section 3 shall survive any termination or assignment of this Custodial Master Custody Agreement and the termination resignation or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Except as set forth in Section 25, neither the Custodian nor any of its directors, officers, agents or employees, shall be liable to any Person for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for a breach of its obligations hereunder, which breach was caused by its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable to any Person for any special, indirect or consequential damages resulting 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 Trustee on behalf of the Trust agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 this Custodial Agreement or any action taken or not taken by it or them hereunder unless except for such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Custodial Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting 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 Seller agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination of or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder. It is hereby understood that the Trustee shall not be liable for the acts or omissions of the Custodian.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and TrusteeFund, its employees, officers officers, directors, and directors agents, and its designee harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder. Notwithstanding anything to the contrary herein or in the Pooling and Servicing Agreement, it is hereby understood that the Trustee shall not be liable for the acts, omissions, duties, obligations or liabilities of the Custodian.

Indemnification of Custodian. Neither the Custodian nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, affiliates, officers, agents, and employees be held liable for any special, indirect or consequential damages resulting 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 Custodian and its directors, officers, agents and employees shall be indemnified by the Issuing Entity and held harmless by the Trust Fund against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable 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 this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them directly relating Servicer agrees to or arising out of this Custodial 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 were imposed on, incurred by or asserted against indemnify the Custodian because of the breach for, and to hold it harmless against, any loss, liability or expense incurred by the Custodian of its obligations hereunder, which breach was caused by (other than through the negligence, lack of good bad faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian) arising out of, or in connection with, any suit, claim or other action relating to the Custodian's performance of this Agreement, provided that the Custodian shall have given the Servicer prompt written notice of any claim after the Custodian shall have knowledge thereof. While maintaining control over its own defense, the Custodian shall cooperate and consult fully with the Servicer in preparing such defense. The Servicer shall have the right, but not the obligation, to assume control over the defense of any suit or other action for which there is a potential liability of the Servicer hereunder. Notwithstanding anything herein to the contrary, the Servicer shall not be liable for settlement of any such claim by the Custodian made without the consent of the Servicer, which consent shall not be unreasonably withheld. The Custodian agrees to indemnify the Servicer for, and to hold it harmless against, any loss, liability or expense incurred by the Trust Fund and TrusteeServicer (other than through the negligence, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses bad faith or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred bywillful misconduct of the Servicer) arising out of, or asserted against them directly relating to in connection with, any suit, claim or other action arising out of a failure or relating to produce a Mortgage Notenegligence, Assignment bad faith or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held willful misconduct by the Custodian on behalf in its performance of this Agreement, provided that the Trustee. In no event Servicer shall have given the Custodian or prompt written notice of any claim after the Servicer shall have knowledge thereof. While maintaining control over its directorsown defense, officers, agents the Servicer shall cooperate 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 consult fully with the Custodian in connection herewith even if advised of the possibility of preparing such damagesdefense. The foregoing indemnification Custodian shall survive have the right, but not the obligation, to assume control over the defense of any termination suit or assignment of this Agreement or the removal or resignation other action for which there is a potential liability of the Custodian hereunder. Notwithstanding anything herein to the contrary, the Custodian shall not be liable for settlement of any such claim by the Servicer made without the consent of the Custodian, which consent shall not be unreasonably withheld.

Indemnification of Custodian. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting 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 Purchaser agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 this Custodial 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 (i) relate to or arise out of any action taken or not taken by the Company hereunder or (ii) were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The Company agrees to reimburse, indemnify and hold the Custodian and its 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 Agreement or any action taken or not taken by the Company hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The So long as UACC is the Servicer, each of the Servicer and Purchaser agrees to jointly and severally indemnify the Custodian and its employees, directors, officers, officers and agents and employees shall be indemnified hold each harmless against any and held all liabilities incurred by it hereunder as a consequence of such party’s action, and the Servicer and Purchaser agree jointly and severally to indemnify the Custodian and hold it harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suitsany claims, costs, payments, and expenses or disbursements, (including reasonable attorney’s fees, that may be imposed on, the fees and expenses of counsel) and all liabilities incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against in connection with the Custodian because of the breach by the Custodian performance of its obligations duties hereunder, which breach was caused by negligence, lack of good faith except for those resulting from the gross negligence or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employeesCustodian. The indemnification set forth in provisions of this section indemnity shall survive any the termination or assignment of this Custodial Agreement and or the termination resignation or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. In no event shall the Custodian or its directors, officers, agents and employees be liable for any indirect, special, indirect punitive or consequential damages from loss or damage of any action taken or omitted to be taken by it or them hereunder or in connection herewith kind whatsoever, including, but not limited to, lost profits, even if the Custodian has been advised of the possibility likelihood of such damagesloss or damage and regardless of the form of action. In no event shall the Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement. The foregoing indemnification Custodian may at any time resign as such by delivering the contents of the Contract Files to any successor Custodian designated by the Purchaser hereto in writing, or to any court of competent jurisdiction, whereupon the Custodian shall survive be discharged of and from any termination or assignment of and all further obligations arising in connection with this Agreement or the removal or Agreement. The resignation of the Custodian hereunderwill take effect on the earlier of (a) the appointment of a successor (including by a court of competent jurisdiction) or (b) the day which is 30 days after the date of delivery of its written notice of resignation to the Servicer and Purchaser. If a successor Custodian does not take office within 30 days after the retiring Custodian resigns or is removed, the retiring Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian.

Indemnification of Custodian. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting 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 Company agrees to indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 this Custodial 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 were imposed on, incurred by or asserted against the Custodian (a) because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employeesemployees or (b) pursuant to the Custodian's indemnification obligation under Section 25 hereof. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination resignation or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Neither the Custodian nor any of its directors, affiliates, officers, agents, or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own gross negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, affiliates, officers, agents, and employees be held liable for any special, indirect or consequential damages resulting 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. DLJMC agrees to indemnify, from DLJMC's own funds, and hold the Custodian and its directors, affiliates, officers, agents agents, and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 this Custodial Agreement or any action taken or not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, affiliates, officers, agents agents, or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify indemnify, from the Custodian's own funds, and hold the Trust Fund Trustee and Trusteeits directors, its employeesaffiliates, officers officers, agents, and directors employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsdisbursements of any kind or nature whatsoever, including reasonable attorney’s '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 a failure to produce a Mortgage Note, Assignment this Custodial Agreement or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 not taken by it or them hereunder hereunder, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or in connection herewith even if advised disbursements were imposed on, incurred by or asserted against the Trustee because of the possibility breach by the Trustee of such damagesits obligations hereunder, which breach was caused by gross negligence, lack of good faith or willful misconduct on the part of the Trustee or any of its directors, affiliates, officers, agents, or employees. The foregoing indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or the removal or resignation of the Custodian hereunderTrustee.

Indemnification of Custodian. The Sellers agree jointly and severally to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable attorney’s '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 this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement Agreement. In the event that the Custodian fails to produce a Note, Assignment of Mortgage or any other document related to a Loan that was in its possession pursuant to Section 2 within two (2) Business Days after written request therefor by the Buyer or the Sellers in accordance with the terms and conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the termination Buyer a Trust Receipt, Custodian Loan Transmission and an Exception Report which did not list such document as an Exception on the related Purchase Date; (ii) such document is not outstanding pursuant to a Request for Release and Receipt in the form annexed hereto as Annex 5 or removal a form of Notice of Sale and Request for Release in the form annexed hereto as Annex 3; and (iii) such document was held by the Custodian on behalf of the Seller or the Buyer, as applicable (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Note, promptly deliver to the Buyer and/or the related Seller as applicable, upon request, a Lost Note Affidavit in the form of Annex 9 hereto and (b) with respect to any missing document related to such Purchased Asset, including but not limited to a missing Note, indemnify the related Seller or Buyer in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Note with respect to a Purchased Asset requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Buyer or the related Seller, as applicable, with a Lost Note Affidavit. In the event that such original Note is subsequently found and delivered to the Buyer or the related Seller, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Trust Fund Buyer and Trusteethe Sellers, its employees, officers and directors their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsout-of-pocket expenses, including reasonable attorney’s '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 a failure to produce a Mortgage NoteCustodial Delivery Failure or the Custodian's negligence, Assignment lack of good faith or misconduct or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf breach of the Trustee. In no event shall the Custodian conditions, representations 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 damageswarranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Seller agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable 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 this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure 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 two (2) Business Days after required or requested written request therefor by the Trustee, Buyer or the Seller in accordance with the terms and provided, conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the Trustee Buyer a Trust Receipt Receipt, Custodian Loan Transmission and Initial Certification with respect to an Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5; and (iii) such document was held by the Custodian on behalf of the TrusteeSeller or the Buyer, as applicable (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Buyer or the Seller, upon request, a Lost Note Affidavit in the form of Annex 9 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 Seller and Buyer in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Buyer or the Seller, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Buyer or the Seller, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Buyer and Seller, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or its directorsout-of-pocket expenses, officersincluding reasonable attorney’s fees, agents and employees that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith or misconduct or any breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Seller and Guarantor, jointly and severally, agree to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses of any kind or disbursementsnature whatsoever, including reasonable 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 this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was or caused by the negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification set forth in this section shall survive any resignation or removal of the Custodian or the termination or assignment of this Custodial Agreement and Agreement. In the termination or removal of event that the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure 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 two (2) Business Days after required written request therefor by Buyers or requested by the Trustee, Seller in accordance with the terms and provided, conditions of this Custodial Agreement; provided that (i) Custodian previously delivered to the Trustee Buyers a Trust Receipt and Initial Certification with respect to a Loan Schedule and Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Purchase Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5; and (iii) such document was held by the Custodian on behalf of the TrusteeSeller or the Buyer, as applicable (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Buyer or the Seller, upon request, a Lost Note Affidavit in the form of Annex 10 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 Seller and Buyer in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof which was not otherwise released by the Custodian pursuant to the terms of this Custodial Agreement, the Custodian shall then promptly (but no later than two (2) Business Days following such request) provide the Buyer or the Seller, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Buyers or the Seller, as applicable, such party shall return the Lost Note Affidavit to the Custodian. For the avoidance of doubt, the Custodian shall not release to the Seller any Mortgage Note or its the related Mortgage File, unless the Buyers shall otherwise consent or direct, until the Buyer(s) have received the related Repurchase Price together with any and all other Obligations then due and payable, and the Buyers have so notified the Custodian. The Custodian agrees to indemnify and hold the Buyer and Seller, and their and their respective present or former affiliates, directors, officers, agents employees, agents, representatives and employees designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses, including reasonable attorney’s fees, that may be liable for any specialimposed on, indirect incurred by, or consequential damages from any action taken or omitted to be taken by asserted against it or them hereunder in any way relating to or in connection herewith even if advised arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith or misconduct or any breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunderCustodial Agreement.

Indemnification of Custodian. The Borrower agrees to reimburse, indemnify and hold the Custodian and its directors, officers, agents and employees shall be indemnified harmless against any and held harmless by the Trust Fund against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsout-of-pocket expenses, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of from this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses or disbursements were imposed on, incurred by or asserted and against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith . The foregoing indemnification shall survive any resignation or willful misconduct on the part removal of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any the termination or assignment of this Custodial Agreement and for a period of two years from the date of termination or removal of this Custodial Agreement. In the Custodian. The event that the Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure 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 two (2) Business Days after required or requested written request therefor by the TrusteeLender or the Borrower in accordance with the terms and conditions of this Custodial Agreement; (a "Custodial Delivery Failure"), and provided, provided that (i) Custodian previously delivered to the Trustee Lender a Trust Receipt Receipt, Custodian Loan Data File and Initial Certification with respect to an Exception Report which did not list such document (other than any Mortgage Loan identified in as an Exception on the exception report annexed thereto as not covered by such certification)related Funding Date; (ii) such document is not outstanding pursuant to a Request for ReleaseRelease and Receipt in the form annexed hereto as Annex 5-A; and (iii) such document was held by the Custodian on behalf of the TrusteeBorrower or Lender, as applicable, then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Lender or Borrower upon request, a Lost Note Affidavit in the form of Annex 9 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 Borrower or Lender in accordance with the succeeding paragraph of this Section 13. Notwithstanding the foregoing, in the event that the Custodian fails to produce a Mortgage Note with respect to a Mortgage Loan requested pursuant to Section 5(b) hereof, the Custodian shall then promptly (but no later than one Business Day following such request) provide the Lender or Borrower, as applicable, with a Lost Note Affidavit. In no the event that such original Mortgage Note is subsequently found and delivered to the Lender or Borrower, as applicable, such party shall return the Lost Note Affidavit to the Custodian. The Custodian agrees to indemnify and hold the Lender and Borrower, and their respective designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or its directorsout-of-pocket expenses, officersincluding reasonable attorney's fees, agents and employees that may be liable for imposed on, incurred by, relating to or arising out of a Custodial Delivery Failure, the failure to properly prepare or deliver the Borrowing Base Certificate or any specialmaterial errors or miscalculations contained therein or the Custodian's negligence, indirect lack of good faith or consequential damages from misconduct or any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised breach of the possibility of such damagesconditions, representations or warranties contained herein. The foregoing indemnification shall survive any termination or assignment of this Custodial Agreement or for a period of two years from the removal or resignation date of the Custodian hereundertermination of this Custodial Agreement.

Indemnification of Custodian. The From and at all times after the date of this Custodian Agreement, Depositor shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Custodian and its directorseach director, officersofficer, agents employee, attorney, agent and employees shall be indemnified affiliate of Custodian (collectively, the "Indemnified Parties") against any and held harmless by the Trust Fund against liabilitiesall actions, obligationsclaims (whether or not valid), losses, damages, penaltiesliabilities, actions, judgments, suits, costs, costs and expenses of any kind or disbursements, nature whatsoever (including without limitations reasonable attorney’s attorneys' fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, costs and expenses) incurred by or asserted against the Custodian because any of the breach Indemnified Parties from and after the date hereof, whether direct, indirect or consequential as a result of or arising from or in any way relating to any claim, demand, suit action or proceeding (including any inquiry or investigation) by any person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Custodian Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of its obligations hereunderany such inquiry or investigation; provided, which breach was caused however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by negligencea court of competent jurisdiction, lack of good faith subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct on of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Depositor in writing, and Depositor shall assume the part defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (a) Depositor agrees to pay such fees and expenses, or (b) Depositor shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, or (c) that named parties to any such action or proceeding (including any impleaded parties) include both Indemnified Party and Depositor, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Depositor. All such fees and expenses payable by Depositor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the Custodian or any foregoing losses, damages, costs and expenses of its directorsthe Indemnified Parties shall be payable by Depositor and Recipient, officersjointly and severally, agents or employeesupon demand by such Indemnified Party. The indemnification set forth in obligations of Depositor under this section Section 12 shall survive any termination or assignment of this Custodial Custodian Agreement and the termination resignation or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers and directors harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and Trustee, its employees, officers officers, directors, and directors agents, and its designee harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder.

Indemnification of Custodian. The Custodian and its directors, officers, agents and employees shall be indemnified and held harmless by the Trust Fund against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them directly relating to or arising out of this Custodial 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 were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The indemnification set forth in this section shall survive any termination or assignment of this Custodial Agreement and the termination or removal of the Custodian. The Custodian agrees to indemnify and hold the Trust Fund and TrusteeFund, its employees, officers officers, directors, and directors agents, and its designee harmless against liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against them directly relating to or arising out of a failure to produce a Mortgage Note, Assignment or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Trustee, and provided, that (i) Custodian previously delivered to the Trustee a Trust Receipt and Initial Certification with respect to such document (other than any Mortgage Loan identified in the exception report annexed thereto as not covered by such certification); (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee. 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 this Agreement or the removal or resignation of the Custodian hereunder. Notwithstanding anything to the contrary herein or in the Pooling and Servicing Agreement, it is hereby understood that the Trustee shall not be liable for the acts, omissions, duties, obligations or liabilities of the Custodian.