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. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by the Trustee of its duties and obligations set forth herein, the Trustee shall indemnify the Holder of the related Residual Certificate or the Trust Fund, as applicable, against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that the Trustee shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer, the Depositor, the Class I-X Certificateholder, the Class II-X Certificateholder or the Holder of a Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee have any liability pursuant to this Section 10.03: (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 or any Servicing Agreement, (2) for any Losses other than arising out of a negligent performance by 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. Upon In the occurrence event that any REMIC 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 an Adverse a prohibited transaction or prohibited contribution under the REMIC Event Provisions due to the negligent performance by the Servicer, the Trustee or the Securities Administrator of its duties and obligations set forth herein, the Trustee such person shall indemnify the Holder of the related Residual Certificate Class RII-1, Class RII-2 or the Trust FundClass RII-3 Certificate, as applicable, against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that the Trustee no such person shall not be liable for any such Losses attributable to the action or inaction of the Master ServicerTrustee, the Depositor, the Class I-X Certificateholder, the Class II-X Certificateholder Depositor or the Holder of a Residual the Class RII-1, Class RII-2 or Class RII-3 Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate the Class RII-1, Class RII-2 or Class RII-3 Certificate, as applicable, on which the Trustee such person has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate the Class RII-1, Class RII-2 or Class RII-3 Certificate, as applicable, now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee Servicer have any liability pursuant to this Section 10.03: (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 or any Servicing Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer, the Trustee or the Securities Administrator 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.