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 none of the Servicers 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 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 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 Servicers Servicer 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 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 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. In the 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 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 Class R Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that none of the Servicers Master Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the TrusteeSecurities Administrator, the Depositor Depositor, the Servicers or the Holder of such the Class R or Class R-II Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such the Class R or Class R-II 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 the 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 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. 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 none of the Servicers 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 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 a the Servicer of its duties and obligations set forth herein, that the 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 none of the Servicers 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 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 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 none of the Servicers 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. 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 none of the Servicers 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. 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 none of the Servicers 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 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 none of 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 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 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 related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that none of the Servicers Servicer shall 139 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 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 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 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 a the Servicer of its duties and obligations set forth herein, that the 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 none of the Servicers Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Securities Administrator, 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 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 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 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 none of the Servicers 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 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 Master Servicer of its duties and obligations set forth herein, that the Master Servicer shall indemnify the Trustee and Holder of the Trust Fund Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that none of the Servicers 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. In the 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 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 related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that none of the Servicers Servicer shall 133 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 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 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 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 none of the Servicers 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 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 a the Servicer of its duties and obligations set forth herein, that the 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 none of the Servicers Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Certificate Administrator, 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 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 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 none of the Servicers 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 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 a the Master Servicer of its duties and obligations set forth herein, that the Master Servicer shall indemnify the Trustee and Holder of the Owner Trust Fund Certificates against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that none of the Servicers Master Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Indenture Trustee, the Depositor or the Holder of such Class R or Class R-II Owner Trust Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R or Class R-II Owner Trust 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 Owner Trust 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 Noteholders (in addition to payment of principal and interest on the CertificatesNotes).

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that any the 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 Master Servicer of its duties and obligations set forth herein, that the Master Servicer shall indemnify the Trustee and Holder of the Trust Fund Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that none of the Servicers Master Servicer shall not be liable for any such Losses attributable to the negligence action or inaction of the Trustee, the Depositor 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. In the event that any the 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 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 none of the Servicers 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. 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 none of the Servicers 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).

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 none of the Servicers 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).