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 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 a Servicer of its duties and obligations set forth herein, that Servicer shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that no Servicer shall be liable for any such Losses attributable to the negligence of the Trustee, the Depositor or the Holder of such Class R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Certificate on which such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In (a) If either the event that any Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes taxes, or a tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance by a Servicer the Certificate Administrator of its duties and obligations specifically set forth herein, that Servicer or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligencetherefrom; provided, however, that no Servicer the Certificate Administrator shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor Servicer, the Special Servicer, the Depositor, or the Holder Holders of such the Class R or Class R-II Certificate, as applicable, Certificates nor for any such Losses resulting from misinformation provided by the Holder Holders of such the Class R Certificates, the Trustee, the Servicer, the Special Servicer, or Class R-II Certificate the Depositor, on which such Servicer the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Holder of such Class R or Class R-II Certificate now or hereafter existing Certificates at law or in equity. Notwithstanding the foregoing, however, in no event shall 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In (a) If either the event that any Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes taxes, or a tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance negligence, bad faith or willful misconduct by a Servicer the Certificate Administrator of its duties and obligations specifically set forth herein, that Servicer or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify the Trustee and the Trust Fund against any and all claims, losses, claims, damages, liabilities penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (“Losses”) resulting from such negligencetherefrom; provided, however, that no Servicer the 272 Certificate Administrator shall not be liable for any such Losses attributable to the negligence action or inaction of the TrusteeDepositor, the Depositor Servicer, the Special Servicer, the Trustee or the Holder Holders of such the Class R or Class R-II Certificate, as applicable, Certificates nor for any such Losses resulting from misinformation provided by the Holder Holders of such the Class R Certificates, the Servicer, the Special Servicer, the Trustee, or Class R-II Certificate the Depositor, on which such Servicer the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Holder of such Class R or Class R-II Certificate now or hereafter existing Certificates at law or in equity. Notwithstanding the foregoing, however, in no event shall 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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 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 a either Servicer of its duties and obligations set forth herein, that the related Servicer shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that no the related Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor Depositor, another Servicer or the Holder of such Class R or Class R-II Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Residual Certificate on which such the related Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a the related 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 such the related Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In the event that any REMIC created hereunder fails to qualify as a REMIC, loses lose 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 a the Servicer of its duties and obligations set forth herein, that the Servicer shall indemnify the Trustee and Holder of the Trust Fund Class A-R Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that no the Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor or the Holder of such Class A-R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such the Class A-R or Class R-II Certificate on which such the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such the Class A-R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a any 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 such the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In the event that any REMIC created hereunder fails to qualify as a REMIC, loses lose 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 a the Servicer of its duties and obligations set forth herein, that the Servicer shall indemnify the Trustee and Holder of the Trust Fund Class A-R Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that no the Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor or the Holder of such Class A-R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Trustee or the Holder of such the Class A-R or Class R-II Certificate on which such the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such the Class A-R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a 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 such the Servicer of its duties and obligations set forth 101 herein, and (3) for any special or consequential 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. In the event that any REMIC created hereunder fails to qualify as a REMIC, loses lose 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 a the Servicer of its duties and obligations set forth herein, that the Servicer shall indemnify the Trustee and Holder of the Trust Fund Class A-R Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that no the Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor or the Holder of such Class A-R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such the Class A-R or Class R-II Certificate on which such the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such the Class A-R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a 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 such the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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 Trust REMIC 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 a Servicer one of the Servicers of its duties and obligations set forth herein, that the related Servicer shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; providedPROVIDED, howeverHOWEVER, that no such Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the the Trustee, the Depositor or the Holder of such a Class R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such a Class R or Class R-II Certificate on which such the related Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder Holders of such the Class R or Class R-II Certificate Certificates now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a the related 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In the event that any REMIC 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 a the Special Servicer of its duties and obligations set forth herein, that the Special Servicer shall indemnify the Trustee Holder of the related Residual Certificate, the Master Servicer, the Securities Administrator, the Trustee, the Seller and the Trust Fund (and each of their respective directors, officers, employees and agents) against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that no the Special Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Seller, the Master Servicer, the Depositor or the Holder of such Class R or Class R-II Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Residual Certificate on which such the Special Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a the Special 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 such the Special Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In the event that any REMIC created hereunder fails to qualify as a REMIC, loses lose 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 a the Servicer of its duties and obligations set forth herein, that the Servicer shall indemnify the Trustee and Holder of the Trust Fund Class A-R Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that no the Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor or the Holder of such Class A-R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Trustee or the Holder of such the Class A-R or Class R-II Certificate on which such the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such the Class A-R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a 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 such the Servicer of its duties and obligations set forth 110 herein, and (3) for any special or consequential 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. In the event that any REMIC 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 a Servicer of its duties and obligations set forth herein, that Servicer shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that no Servicer the Servicers shall not be liable for any such Losses attributable to the negligence of the Trustee, the Depositor or the Holder of such Class R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Certificate on which such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In the event that any either REMIC fails to qualify as a REMIC, loses lose 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 a the Master Servicer of its duties and obligations set forth herein, that the Master Servicer shall indemnify the Trustee and Holder of the Trust Fund related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that no the Master Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor or the Holder of such Class R or Class R-II Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Residual Certificate on which such the Master Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a the Master 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 such the Master Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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 the REMIC I or REMIC II fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes taxes, or a tax as a result of a prohibited transaction or prohibited contribution or the receipt of "net income from foreclosure property" subject to taxation under the REMIC Provisions due to the willful misfeasance, bad faith or negligent performance by a Servicer the Trust Administrator of its duties and obligations specifically set forth herein, that Servicer or by reason of the Trust Administrator's reckless disregard of its obligations and duties thereunder, the Trust Administrator shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligencetherefrom; provided, however, that no Servicer the Trust Administrator shall not be liable for any such Losses attributable to the negligence action or inaction of the Depositor, the Master Servicer, the Trustee, the Depositor Seller or the a Holder of such Class R or Class R-II Certificate, as applicable, a Residual Certificates nor for any such Losses resulting from misinformation provided by the Holder of such Class R Depositor, the Servicer, the Seller or Class R-II Certificate on which such Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).148 154

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In (a) If the event that any Trust REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes taxes, or a tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance by a Servicer the Certificate Administrator of its duties and obligations specifically set forth herein, that Servicer or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligencetherefrom; provided, however, that no Servicer the Certificate Administrator shall not be liable for any such Losses attributable to the negligence action or inaction of the TrusteeServicer, the Depositor Special Servicer, the Depositor, or the Holder Holders of such the Class R or Class R-II Certificate, as applicable, Certificates nor for any such Losses resulting from misinformation provided by the Holder Holders of such the Class R Certificates, the Servicer, the Special Servicer, or Class R-II Certificate the Depositor, on which such Servicer the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Holder of such Class R or Class R-II Certificate now or hereafter existing Certificates at law or in equity. Notwithstanding the foregoing, however, in no event shall 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential 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. In Upon the event that any occurrence of an Adverse REMIC 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 Event due to the negligent performance by a Servicer the Trustee of its duties and obligations set forth herein, that Servicer the Trustee shall indemnify the Trustee and Holder of the related Residual Certificate or the Trust Fund Fund, as applicable, against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that no Servicer the Trustee shall not be liable for any such Losses attributable to the negligence action or inaction of the TrusteeMaster Servicer, the Depositor Depositor, the Class 1-X Certificateholder, the Class 2-X Certificateholder, the Class 3-X Certificateholder, the Class 4-X Certificateholder or the Holder of such Class R or Class R-II a Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Residual Certificate on which such Servicer the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a Servicer the Trustee have any liability pursuant to this Section 10.03 (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 or any Servicing Agreement, (2) for any Losses other than arising out of a negligent performance by such Servicer the Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates). In addition, the Trustee shall not have any liability for the actions or failure to act of any other party hereto.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC 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 a the Servicer of its duties and obligations set forth herein, that the Servicer shall indemnify the Securities Administrator, the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that no the Servicer shall not be liable for any such Losses attributable to the negligence of the TrusteeSecurities Administrator, the Depositor or the Holder of such Class R or Class R-II a Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Residual Certificate on which such the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R or Class R-II Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall a the Servicer (or any successor Servicer including the Master Servicer and the Backup 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 such Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).