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) The Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer as a result of the Trustee’s failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, as a result of the Servicer’s failure to perform its covenants set forth in Article III in accordance with the standard of care of the Servicer set forth in 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 the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of the 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, the Depositor or the Trustee including any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Servicer or the Trustee as a result of the Securities Administrator’s failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Securities Administrator set forth in this Agreement.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) The Trustee agrees 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 taxes and costs incurred 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 FundFund 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 Master Servicer, Holders of the Securities Administrator or the Servicer including, without limitation, Class R Certificates nor for any reasonable attorneys fees imposed on or incurred such losses resulting from misinformation provided by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer as a result of the Trustee’s failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, as a result of the Servicer’s failure to perform its covenants set forth in Article III in accordance with the standard of care of the Servicer set forth in 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 the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of the 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 FundCertificate Administrator, the Depositor or the Trustee including any reasonable attorneys fees imposed Holders of the Class R Certificates on or incurred by the Trust Fund, the Depositor, which the Servicer or the Trustee Special Servicer, as a result 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 Securities Administrator’s failure to perform its covenants set forth Class R Certificates at law or in this Article XI in accordance with the standard of care of the Securities Administrator set forth in this Agreementequity.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) The Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer as a result of the Trustee’s failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, as a result of the Servicer’s failure to 171 Pooling and Servicing Agreement perform its covenants set forth in Article III in accordance with the standard of care of the Servicer set forth in 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 the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of the 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, the Depositor or the Trustee including any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Servicer or the Trustee as a result of the Securities Administrator’s failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Securities Administrator set forth in this Agreement.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) The Trustee agrees In the event that the 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 misfeasance, bad faith or negligent performance by the Trust Administrator of its duties and obligations specifically set forth herein, or by reason of the Trust Administrator's reckless disregard of its obligations and duties thereunder, the Trust Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting therefrom; provided, however, that the Trust Administrator shall not be liable for any taxes and costs incurred by Losses attributable to the Trust Fund, action or inaction of the Depositor, the Master Servicer, the Securities Administrator Trustee, the Seller or the Servicer including, without limitation, a Holder of a Residual Certificates nor for any reasonable attorneys fees imposed on or incurred Losses resulting from misinformation provided by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator Seller or the Servicer as Holder of a result Residual Certificates on which the Trust Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Trustee’s failure to perform its covenants set forth Residual Certificates at law or in this Article XI in accordance with the standard of care of the Trustee set forth in this Agreementequity. (b) The In the event that 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 misfeasance, bad faith or negligent performance of the Master Servicer agrees to in the performance of its duties and obligations set forth herein, or by reason of the Master Servicer's reckless disregard of its obligations and duties hereunder, the Master Servicer shall indemnify the Trust Fundagainst any and all tax related liabilities and expenses, including interest and penalties ("Expenses") resulting therefrom; provided, however, that the Master Servicer shall not be liable for any such Expenses attributable to the action or inaction of the Trustee, the Depositor the Seller, or the Holder of the Residual Certificates nor for any such Expenses resulting from misinformation provided by the Trustee, the Depositor, the Master Servicer, the Securities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ fees imposed on Seller or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, as a result Holder of the Servicer’s failure to perform its covenants set forth in Article III in accordance with the standard of care of the Servicer set forth in 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 Residual Certificates on or incurred by the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of the Master Servicer’s failure to perform its covenants set forth in Article IV in accordance with the standard of care of which the Master Servicer set forth in this Agreement. (d) has reasonably relied. The Securities Administrator agrees foregoing shall not be deemed to be liable for limit or restrict the rights and remedies of any taxes and costs incurred by the Trust Fund, the Depositor or the Trustee including any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Servicer or the Trustee as a result successor Holders of the Securities Administrator’s failure to perform its covenants set forth Residual Certificates at law or in this Article XI in accordance with the standard of care of the Securities Administrator set forth in this Agreement.equity. 161 168

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) The Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Servicer as a result of the Trustee’s 's failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Trustee set forth in this Agreement. (b) The Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator and the Trustee for any taxes and costs including any reasonable attorneys’ ' fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, as a result of the Servicer’s 's failure to perform its covenants set forth in Article III in accordance with the standard of care of the Servicer set forth in 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 the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of the Master Servicer’s '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, the Depositor or the Trustee including any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Servicer or the Trustee as a result of the Securities Administrator’s 's failure to perform its covenants set forth in this Article XI in accordance with the standard of care of the Securities Administrator set forth in this Agreement.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) The Trustee agrees 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 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 taxes and costs incurred by such Losses or portion thereof attributable to the Trust Fund, the Depositoraction or inaction of any relevant Servicer, the Master Servicer, the Securities Administrator Depositor, the Trustee or the Servicer including, without limitationHolders of the Residual Certificates nor for any such Losses or portion thereof resulting from misinformation provided by the Holders of the Residual Certificates, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositorrelevant 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 Servicer as a result rights and remedies of successor Holders of the Trustee’s failure to perform its covenants set forth Residual Certificates at law or in this Article XI in accordance with the standard of care of the Trustee set forth in this Agreementequity. (b) The 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 misfeasance, bad faith or negligent performance of the Master Servicer agrees to in the performance of its duties and obligations set forth herein, or by reason of the Master Servicer's reckless disregard of its obligations and duties thereunder, the Master Servicer shall indemnify the Trust Fundagainst any and all Losses resulting therefrom; provided, however, that the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Trustee, the Securities Administrator, any Servicer, the Depositor, the Master ServicerHolder of the Residual Certificates nor for any such Losses resulting from misinformation provided by the Trustee, the Securities Administrator and the Trustee for Administrator, any taxes and costs including any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, as a result of the Servicer’s failure to perform its covenants set forth in Article III in accordance with the standard of care of the Servicer set forth in 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 the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of the 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, the Depositor or the Trustee including Holder of the Residual Certificates on which such Servicer reasonably has relied, nor any reasonable attorneys fees imposed on or incurred by Losses occurring if the portion of the Trust Fundportfolio serviced by such Servicer, if considered without regard to the Depositorremaining Mortgage Loans or REO Properties in the Trust, the Servicer or the Trustee as a result would not cause any of the Securities Administrator’s failure to perform its covenants events set forth in this Article XI in accordance with above that cause Losses. . The foregoing shall not be deemed to limit or restrict the standard rights and remedies of care any successor Holder of the Securities Administrator set forth Residual Certificates at law or in this Agreementequity.