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. (a) If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations specifically set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity. If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer of its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all Losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable for any such Losses attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or in equity.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) If either The Trustee agrees to be liable for any taxes and costs incurred by the Lower-Tier REMIC Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Upper-Tier REMIC fails to qualify as a REMICServicer including, loses its status as a REMICwithout limitation, any reasonable attorneys fees imposed on or incurs state incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or local taxes, or a tax the Servicer as a result of a prohibited transaction or contribution subject the Trustee’s failure to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of perform its duties and obligations specifically covenants set forth herein, or by reason in this Article XI in accordance with the standard of care of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special ServicerFund, the Depositor, or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Master Servicer, the Special ServicerSecurities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, or the Depositor, on which the Certificate Master Servicer, the Securities Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity. If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMICTrustee, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject the Servicer’s failure to taxation under perform its covenants set forth in Article III in accordance with the REMIC Provisions due to the willful misconduct, bad faith or negligent performance standard of care of the Servicer or the Special Servicer of its duties and obligations set forth hereinin this Agreement. (c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunderTrust Fund, the Depositor, the Servicer or the Special ServicerTrustee, as a result of the case may be, shall indemnify Master Servicer’s failure to perform its covenants set forth in Article IV in accordance with the standard of care of the Master Servicer set forth in this Agreement. (d) The Securities Administrator agrees to be liable for any taxes and costs incurred by the Trust Fund against Fund, the Depositor or the Trustee including any and all Losses resulting therefrom; providedreasonable attorneys fees imposed on or incurred by the Trust Fund, howeverthe Depositor, the Servicer or the Special Servicer, Trustee as the case may be, shall not be liable for any such Losses attributable to the action or inaction a result of the Certificate Securities Administrator, ’s failure to perform its covenants set forth in this Article XI in accordance with the Depositor, the Holders standard of care of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or Securities Administrator set forth in equitythis Agreement.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) If In the event that either of REMIC I or REMIC II fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a Prohibited Transaction or contribution subject to taxation under the Lower-Tier REMIC Provisions due to the willful misfeasance, bad faith or negligent performance by the Securities Administrator of its duties and obligations specifically set forth herein, or by reason of the Securities Administrator's reckless disregard of its obligations and duties hereunder, the Securities Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting therefrom; provided, however, that the Securities Administrator shall not be liable for any such Losses or portion thereof attributable to the action or inaction of any relevant Servicer, the Master Servicer, the Depositor, the Trustee or the Upper-Tier Holders of the Residual Certificates nor for any such Losses or portion thereof resulting from misinformation provided by the Holders of the Residual Certificates, any relevant Servicer, the Master Servicer, the Trustee or the Depositor, on which the Securities Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Residual Certificates at law or in equity. (b) In the event that either of REMIC I or REMIC II fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconductmisfeasance, bad faith or negligent performance by of the Certificate Administrator Master Servicer in the performance of its duties and obligations specifically set forth herein, or by reason of the Certificate Administrator’s negligent Master Servicer's reckless disregard of its obligations and duties thereunder, the Certificate Administrator Master Servicer shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) Losses resulting therefrom; provided, however, that the Certificate Administrator Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the ServicerTrustee, the Special Securities Administrator, any Servicer, the Depositor, or the Holders Holder of the Class R Residual Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R CertificatesTrustee, the Servicer, the Special Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity. If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer of its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all Losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable for any such Losses attributable to the action or inaction of the Certificate Securities Administrator, the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate AdministratorServicer, the Depositor or the Holders Holder of the Class R Residual Certificates on which such Servicer reasonably has relied, nor any Losses occurring if the Servicer or portion of the Special Trust portfolio serviced by such Servicer, as if considered without regard to the case may beremaining Mortgage Loans or REO Properties in the Trust, has reliedwould not cause any of the events set forth above that cause Losses. . The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders Holder of the Class R Residual Certificates at law or in equity.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) If either In the Lower-Tier event that the REMIC or the Upper-Tier REMIC I fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution or the receipt of "net income from foreclosure property" subject to taxation under the REMIC Provisions due to the willful misconductmisfeasance, bad faith or negligent performance by the Certificate Trust Administrator of its duties and obligations specifically set forth herein, or by reason of the Certificate Trust Administrator’s negligent 's reckless disregard of its obligations and duties thereunder, the Certificate Trust Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting therefrom; provided, however, that the Certificate Trust Administrator shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Master Servicer, the Special ServicerTrustee, the Depositor, Seller or the Holders a Holder of the Class R a Residual Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R CertificatesDepositor, the Master Servicer, the Special Servicer, Seller or the Depositor, Holder of a Residual Certificates on which the Certificate Trust Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Residual Certificates at law or in equity. If either . (b) In the Lower-Tier event that REMIC or the Upper-Tier REMIC I fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution or the receipt of "net income from foreclosure property" subject to taxation under the REMIC Provisions due to the willful misconductmisfeasance, bad faith or negligent performance of the Master Servicer or in the Special Servicer performance of its duties and obligations set forth herein, or by reason of the Master Servicer’s or Special Servicer’s negligent 's reckless disregard of its obligations and duties thereunderhereunder, the Master Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all Losses tax related liabilities and expenses, including interest and penalties ("Expenses") resulting therefrom; provided, however, that the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any such Losses Expenses attributable to the action or inaction of the Certificate AdministratorTrustee, the DepositorDepositor the Seller, or the Holders Holder of the Class R Residual Certificates nor for any such losses Expenses resulting from misinformation provided by the Certificate AdministratorTrustee, the Depositor Depositor, the Seller or the Holders a Holder of the Class R Residual Certificates on which the Master Servicer or the Special Servicer, as the case may be, has reasonably relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Residual Certificates at law or in equity.. 161 168

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) If either The Trustee agrees to be liable for any taxes and costs incurred by the Lower-Tier REMIC Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Upper-Tier REMIC fails to qualify as a REMICServicer including, loses its status as a REMICwithout limitation, any reasonable attorneys fees imposed on or incurs state incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or local taxes, or a tax the Servicer as a result of a prohibited transaction or contribution subject the Trustee's failure to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of perform its duties and obligations specifically covenants set forth herein, or by reason in this Article XI in accordance with the standard of care of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special ServicerFund, the Depositor, or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Master Servicer, the Special ServicerSecurities Administrator and the Trustee for any taxes and costs including any reasonable attorneys' fees imposed on or incurred by the Trust Fund, or the Depositor, on which the Certificate Master Servicer, the Securities Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity. If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMICTrustee, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject the Servicer's failure to taxation under perform its covenants set forth in Article III in accordance with the REMIC Provisions due to the willful misconduct, bad faith or negligent performance standard of care of the Servicer or the Special Servicer of its duties and obligations set forth hereinin this Agreement. (c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer and the Trustee for any taxes and costs including any reasonable attorneys' fees imposed on or incurred by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunderTrust Fund, the Depositor, the Servicer or the Special ServicerTrustee, as a result of the case may be, shall indemnify Master Servicer's failure to perform its covenants set forth in Article IV in accordance with the standard of care of the Master Servicer set forth in this Agreement. (d) The Securities Administrator agrees to be liable for any taxes and costs incurred by the Trust Fund against Fund, the Depositor or the Trustee including any and all Losses resulting therefrom; providedreasonable attorneys fees imposed on or incurred by the Trust Fund, howeverthe Depositor, the Servicer or the Special Servicer, Trustee as the case may be, shall not be liable for any such Losses attributable to the action or inaction a result of the Certificate Securities Administrator, 's failure to perform its covenants set forth in this Article XI in accordance with the Depositor, the Holders standard of care of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or Securities Administrator set forth in equitythis Agreement.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) If either The Trustee agrees to be liable for any taxes and costs incurred by the Lower-Tier REMIC Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Upper-Tier REMIC fails to qualify as a REMICServicer including, loses its status as a REMICwithout limitation, any reasonable attorneys fees imposed on or incurs state incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or local taxes, or a tax the Servicer as a result of a prohibited transaction or contribution subject the Trustee’s failure to taxation under the REMIC Provisions due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of perform its duties and obligations specifically covenants set forth herein, or by reason in this Article XI in accordance with the standard of care of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special ServicerFund, the Depositor, or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Master Servicer, the Special ServicerSecurities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, or the Depositor, on which the Certificate Master Servicer, the Securities Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity. If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMICTrustee, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject the Servicer’s failure to taxation under 171 Pooling and Servicing Agreement perform its covenants set forth in Article III in accordance with the REMIC Provisions due to the willful misconduct, bad faith or negligent performance standard of care of the Servicer or the Special Servicer of its duties and obligations set forth hereinin this Agreement. (c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunderTrust Fund, the Depositor, the Servicer or the Special ServicerTrustee, as a result of the case may be, shall indemnify Master Servicer’s failure to perform its covenants set forth in Article IV in accordance with the standard of care of the Master Servicer set forth in this Agreement. (d) The Securities Administrator agrees to be liable for any taxes and costs incurred by the Trust Fund against Fund, the Depositor or the Trustee including any and all Losses resulting therefrom; providedreasonable attorneys fees imposed on or incurred by the Trust Fund, howeverthe Depositor, the Servicer or the Special Servicer, Trustee as the case may be, shall not be liable for any such Losses attributable to the action or inaction a result of the Certificate Securities Administrator, ’s failure to perform its covenants set forth in this Article XI in accordance with the Depositor, the Holders standard of care of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or Securities Administrator set forth in equitythis Agreement.