Common use of Custodial Delivery Failure Clause in Contracts

Custodial Delivery Failure. then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed 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 Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct 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 in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement 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.

Custodial Delivery Failure. then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed 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 Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). 121 The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct 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 in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement 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.

Custodial Delivery Failure. then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed 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 Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct 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 in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement 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.

Custodial Delivery Failure. In the event that the Custodian 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 five (5) Business Days after written request therefor by the Owner in accordance with the terms and conditions of this Agreement; provided that (i) Custodian previously delivered to the Owner a Trust Receipt and an exception report which did not list such document as an exception; (ii) such document is not outstanding pursuant to a Request for Release of Documents and Receipt; and (iii) such document was held by the Custodian on behalf of the Owner (a "Custodial Delivery Failure"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the DepositorOwner, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed 7 hereto and (b) with respect to any missing document related to such Mortgage Loan Loan, including but not limited to, to a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer Owner in accordance with the succeeding paragraph of this Section 6.21(i)24. The Custodian appointed hereunder agrees to indemnify and hold the DepositorOwner, the Trustee, the Master Servicer and the Servicer and their its respective employees, officers, directors and agents designees harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsout-of-pocket expenses, 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 such a Custodial Delivery FailureFailure or the Custodian's negligence, lack of good faith or misconduct or any breach of the conditions, 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 hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement 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 employeesAgreement.

Custodial Delivery Failure. then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed 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 Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct 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 in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a CustodianCusodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement 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.