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) In the event that the 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 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 Trustee of its duties and obligations specifically set forth herein, or by reason of the Trustee's reckless disregard of its obligations and duties thereunder, the Trustee shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting therefrom; provided, however, that the Trustee shall not be liable for any Losses attributable to the action or inaction of the Depositor, the Servicer, the Seller or a Holder of a Residual Certificates nor for any Losses resulting from misinformation provided by the Depositor, the Servicer, the Seller or the Holder of a Residual Certificates on which the Trustee 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.

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that the 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 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 Trustee Trust Administrator of its duties and obligations specifically set forth herein, or by reason of the TrusteeTrust Administrator's reckless disregard of its obligations and duties thereunder, the Trustee Trust Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting therefrom; provided, however, that the Trustee Trust Administrator shall not be liable for any Losses attributable to the action or inaction of the Depositor, the Master Servicer, the Trustee, the Seller or a Holder of a Residual Certificates nor for any Losses resulting from misinformation provided by the Depositor, the Servicer, the Seller or the Holder of a Residual Certificates on which the Trustee 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.148 154

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that the 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 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 Trustee of its duties and obligations specifically set forth herein, or by reason of the Trustee's reckless disregard of its obligations and duties thereunderhereunder, the Trustee shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses ("LossesLOSSES") resulting therefrom; providedPROVIDED, howeverHOWEVER, that the Trustee shall not be liable for any such Losses or portion thereof attributable to the action or inaction of any relevant Servicer, the Depositor, or the Servicer, Holders of the Seller or a Holder of a Residual Certificates nor for any such Losses or portion thereof resulting from misinformation provided by the Holders of the Residual Certificates, any relevant Servicer, or the Depositor, the Servicer, the Seller or the Holder of a Residual Certificates on which the Trustee 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.has

Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) In the event that the 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 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 Trustee of its duties and obligations specifically set forth herein, or by reason of the Trustee's reckless disregard of its obligations and duties thereunderhereunder, the Trustee shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting therefrom; provided, however, that the Trustee shall not be liable for any such Losses or portion thereof attributable to the action or inaction of any relevant Servicer, the Depositor, or the Servicer, Holders of the Seller or a Holder of a Residual Certificates nor for any such Losses or portion thereof resulting from misinformation provided by the Holders of the Residual Certificates, any relevant Servicer, or the Depositor, the Servicer, the Seller or the Holder of a Residual Certificates on which the Trustee 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.