The ​ agrees to indemnify ​ and ​ as set forth in [Section 25(c)] of the Custodial Agreement.

The [[Custodian:#[[Seller:Organization]] agrees to indemnifyfully indemnify, defend and hold [[Purchaser:Custodian:Organization]] and its directors, officers, agents and employees (each, an “Indemnitee”) harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including any claim or legal action commenced by [[Seller:Custodian:Organization]] asto enforce the indemnification obligations set forth in this [Section 25(c)25]), including reasonable attorneys’ 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 it or them hereunder ‎(other than any Indemnitee’s anticipated, regular, and ordinary overhead costs, including salary and ‎benefits of its employees, incurred in the performance of its obligations under this Agreement)‎, unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against [[Custodian:Organization]] was caused by negligence, lack of good faith or willful misconduct on the part of ​ or any of its directors, officers, agents or employees ‎or resulted from a Custodial Delivery Failure. The provisions of this [Section 25] shall survive the resignation or removal of ​ and the termination of this Agreement.