Common use of Indemnification with Respect to Certain Taxes and Loss of REMIC Status Clause in Contracts

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution Parties, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties now or hereafter existing at law or in equity or otherwise. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time formed hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Holder of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time formed hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Master Servicer of its duties and obligations set forth herein, the Master Servicer shall indemnify the Reconstitution Parties Holder of the Class R Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of the Class R Certificate on which the Master Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of the Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Master Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that none of the Servicer Servicers shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the a Servicer have any liability (1) for any action or omission that is taken by it in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken by it in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time formed hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Holder of the Class R Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of the Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of the Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the no Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the a Servicer have any liability (1) for any action or omission that is taken by it in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Holder of the related Residual Certificates against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer neither Servicers shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the either Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time formed hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Holder of a Residual Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of a Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of a Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of a Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer neither Servicers shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the either Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 110

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 130

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Master Servicer of its duties and obligations set forth herein, the Master Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Master Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Master Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the no Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the a Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 155

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time formed hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Holder of a Residual Certificate against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of a Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of a Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of a Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 143

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 134

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any Trust REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Master Servicer of its duties and obligations set forth herein, the Master Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Master Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Master Servicer of its duties and obligations set forth herein, and (3) for any special special, consequential or consequential damagespunitive damages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 139

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 148

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a 154 negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class AR Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class AR Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class AR Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 151

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer Trustee of its duties and obligations set forth herein, the Servicer Trustee shall indemnify the Reconstitution Parties Holder of the Residual Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesDepositor, or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses losses other than arising out of a negligent performance by the Servicer Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Master Servicer of its duties and obligations set forth herein, the Master Servicer shall indemnify the Reconstitution Parties Holder of the Residual Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Master Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Master Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 134

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer Securities Administrator of its duties and obligations set forth herein, the Servicer Securities Administrator shall indemnify the Reconstitution Parties Issuer against any and all losses, claims, damages, liabilities or expenses ("Losses") losses resulting from such negligence; provided, however, that the Servicer Securities Administrator shall not be liable for any such Losses losses attributable to the action or inaction of the Reconstitution PartiesIssuer, the Servicer, the Depositor or the Holder of a Class G or Class R Certificate, as applicable, nor for any such Losses losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class G or Class R Certificate on which the Servicer Securities Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class G or Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer Securities Administrator have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this AgreementIndenture, (2) for any Losses losses other than arising out of a negligent performance by the Servicer Securities Administrator of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Noteholders (in addition to payment of principal and interest on the Notes).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 138

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer neither Servicers shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the either Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 117

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties any such Person on 137 which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trust Fund and the Guarantor against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Holder of the related Residual Certificates against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time formed hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the such Servicer shall indemnify the Reconstitution Parties Holder of the Class R Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the such Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of the Class R Certificate on which the such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of the Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the a Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.and

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited -44- transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution Parties, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties now or hereafter existing at law or in equity or otherwise. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 138

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a 161 negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class AR Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class AR Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class AR Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 105

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the a Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of the Class AR Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of the Class AR Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of the Class AR Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer Trustee of its duties and obligations set forth herein, the Servicer Trustee shall indemnify the Reconstitution Parties Holder of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Reconstitution PartiesDepositor, or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Residual Certificate on which the Servicer Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Residual Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses losses other than arising out of a negligent performance by the Servicer Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages.damages to Certificateholders (in addition to payment of principal and interest on the Certificates). 107

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC under which any of the Mortgage Loans are held from time to time fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the that Servicer shall indemnify the Reconstitution Parties Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses ("“Losses"”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction negligence of the Reconstitution PartiesTrustee, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Reconstitution Parties Holder of such Class R Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Reconstitution Parties Holder of such Class R Certificate now or hereafter existing at law or in equity or otherwiseequity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damagesdamages to Certificateholders (in addition to payment of principal and interest on the Certificates).