Common use of Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status Clause in Contracts

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator or the Master Servicer have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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 under any Servicing the Mortgage Loan Purchase and Sale Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of Trustee with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any the Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder Holder(s) of the Residual CertificateCertificates, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Trustee or the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the liability of the Trustee and the Securities Administrator nor shall not be joint and several and in no case shall the Master Servicer Trustee or the Securities Administrator be liable for the other's actions. Furthermore, the Trustee or the Securities Administrator, as applicable, shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator Trustee or the Master Servicer Securities Administrator, as applicable, have any liability (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 under any Servicing the Mortgage Loan Sale and Assignment Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Master Mortgage Loan Purchase Agreement or under any the Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Mortgage Loan Purchase and Sale Agreement or under any the Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator or the Master Servicer have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder Holder(s) of the Residual CertificateCertificates, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements, Servicing Agreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Mortgage Loan Purchase Agreement, the Purchase Agreement, or under either the Servicing Agreement or under any Servicing Agreementthe Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of Trustee with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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 under any Servicing the Mortgage Loan Sale and Assignment Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of Trustee with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Mortgage Loan Purchase and Sale Agreement or under any the Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of Trustee with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such 123 Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or Trustee, the Servicing Administrator, the Servicers, the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any the applicable Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, herein and (3) for any special special, indirect, punitive or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator Trustee, Master Servicer or the Master a Servicer of its duties and obligations set forth herein, the Securities Administrator Trustee, Master Servicer or the Master a Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer such party shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee another party to this Agreement or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, such party has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator Trustee, Master Servicer or the Master a Servicer have any liability (1a) 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 under any Servicing Agreement, (2b) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, another party to this Agreement of its duties and obligations set forth herein, and (3c) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence of event that an Adverse REMIC Event occurs due to the negligent performance by either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Mortgage Loan Purchase Agreement, the Purchase Agreement, or under any Servicing Agreement or under any Servicing AgreementAcknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).. 103

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).. 70478 Sequoia 2003-1 Pooling and Servicing Agreement 103

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 a violation of this Pooling Agreement or due to the negligent 135 performance by either the Securities Administrator Administrator, the Trustee or the Master Servicer of its duties and obligations set forth herein, the Trustee, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer such party shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee another party to this Agreement or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, such party has relied. Notwithstanding the foregoing, however, in no event shall the Trustee, the Securities Administrator or Administrator, the Master Servicer or any Servicer have any liability (1a) 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 under any the related Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, Agreement and (3b) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator Trustee or the Master a Servicer of its duties and obligations set forth herein, the Securities Administrator Trustee or the Master a Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer such party shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee another party to this Agreement or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, such party has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator Trustee or the Master a Servicer have any liability (1a) 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 under any Servicing Agreement, (2b) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, another party to this Agreement of its duties and obligations set forth herein, and (3c) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon (a) In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator have any liability (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 the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates). (b) In the event that a 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 -150- contribution under the REMIC Provisions due to the negligent performance by any Servicer of its duties and obligations set forth herein, such Servicer shall indemnify the Certificateholders against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that such Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the other Servicer, the Securities Administrator or the Master Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which such Servicer has relied. Notwithstanding the foregoing, however, in no event shall any Servicer have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of such Servicer with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Trust Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Trust Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Trust Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Trust Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Trust Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Trust Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate Bondholders against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Issuer, the Manager acting on behalf of the Issuer, the Depositor, the Trustee or the Holder of the Residual CertificateSeller, as applicable, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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 under any Servicing AgreementIndenture, (2) for any Losses other than arising out of malfeasance, willful willfull misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate Bondholders (in addition to payment of principal and interest on the CertificatesBonds).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Trustee, the Servicing Administrator, the Servicers or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any the applicable Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).. 160

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).. 112

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).. 141

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Trustee or the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the liability of the Trustee and the Securities Administrator nor shall not be joint and several and in no case shall the Master Servicer Trustee or the Securities 117 Administrator be liable for the other's actions. Furthermore, the Trustee or the Securities Administrator, as applicable, shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator Trustee or the Master Servicer Securities Administrator, as applicable, have any liability (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 under any Servicing the Mortgage Loan Sale and Assignment Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out 114 of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any 120 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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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 under any Purchase Agreement or Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 a violation of this Pooling Agreement or due to the negligent performance by either the Securities Administrator Administrator, the Trustee or the Master Servicer of its duties and obligations set forth herein, the Trustee, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, 204 liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer such party shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee another party to this Agreement or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, such party has relied. Notwithstanding the foregoing, however, in no event shall the Trustee, the Securities Administrator or Administrator, the Master Servicer or any Servicer have any liability (1a) 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 under any the related Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, Agreement and (3b) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such 133 negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such 103 Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against 109323 Sequoia 2004-5 Pooling and Servicing Agmt. 102 any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Master Mortgage Loan Purchase Agreement or under any the Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of Trustee with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Trustee or the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the liability of the Trustee and the Securities Administrator nor shall not be joint and several and in no case shall the Master Servicer Trustee or the Securities Administrator be liable for the other's actions. Furthermore, the Trustee or the Securities Administrator, as applicable, shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator Trustee or the Master Servicer Securities Administrator, as applicable, have any liability (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 under any Servicing the Mortgage Loan Sale and Assignment Agreement, (2) for any Losses other than arising out of malfeasance, willful 115 misconduct or negligent performance by the Securities Administrator Trustee or the Master ServicerSecurities Administrator, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator Trustee, Master Servicer, Servicer or the Master Servicer a subservicer, as applicable, of its duties and obligations set forth herein, the Securities Administrator or the Trustee, Master Servicer, Servicer or a subservicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer such party shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder another party to this Agreement of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, such party has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator Trustee, Master Servicer, Servicer or the Master Servicer a subservicer, as applicable, have any liability (1a) 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 under any Servicing Agreement, (2b) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, another party to this Agreement of its duties and obligations set forth herein, and (3c) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon (a) In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator or the Master Servicer have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates). (b) In the event that a 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 the Company of its duties and obligations set forth herein, the Company shall indemnify the Certificateholders against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that the Company shall not be liable for any such Losses attributable to the action or inaction of the Depositor, another Servicer, the Securities Administrator or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Company has relied. Notwithstanding the foregoing, however, in no event shall the Company have any liability (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 the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Company with respect to 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 Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the [Trustee/Securities Administrator or the Master Servicer Administrator] of its duties and obligations set forth herein, the [Trustee/Securities Administrator or the Master Servicer, as applicable, Administrator] shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the [Trustee/Securities Administrator nor the Master Servicer Administrator] shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the [Trustee/Securities Administrator or the Master Servicer, as applicable, Administrator] has relied. Notwithstanding the foregoing, however, in no event shall the [Trustee/Securities Administrator or the Master Servicer Administrator] have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the [Trustee/Securities Administrator or the Master Servicer, as applicable, Administrator] of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities 100 Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer Trustee of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Trustee shall indemnify the Certificateholders of the related 101 Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Trustee has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer Trustee have any liability (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, the Master Mortgage Loan Purchase Agreement or under any the Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Trust Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Trust Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt. losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Trust Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Trust Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Trust Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Trust Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, Servicer shall indemnify the Certificateholders of the related Residual Certificate Bondholders against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Issuer, the Manager acting on behalf of the Issuer, the Depositor, the Trustee or the Holder of the Residual CertificateSeller, as applicable, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, Servicer has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 Indenture or under any Servicing Agreement or under any Servicing AgreementAcknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate Bondholders (in addition to payment of principal and interest on the CertificatesBonds).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder Holder(s) of the Residual CertificateCertificates, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Purchase and Servicing AgreementAgreements or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon (a) In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator or the Master Servicer have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates). (b) In the event that a 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 Wilshire of its duties and obligations set forth herein, Wilshire shall indemnify the Certificateholders against any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence; provided, however, that Wilshire shall not be liable for any such Losses attributable to the action or inaction of the Depositor, another Servicer, the Securities Administrator or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which Wilshire has relied. Notwithstanding the foregoing, however, in no event shall Wilshire have any liability (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 the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by Wilshire with respect to 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 Prohibited Transactions or Loss of REMIC Status. Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any the Purchase and Servicing AgreementAgreement or under the Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator or the Master Servicer have any liability (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 under any Servicing the Stack II Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (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 under any Servicing AgreementAgreement or under any Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Service Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).. 103

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC fails to qualify as a REMIC, loses its status as a -119- 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 either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee Depositor or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Trustee or the Securities Administrator or the Master Servicer have any liability (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 under any Servicing the Mortgage Loan Purchase Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of with respect to its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status. Upon In the occurrence event that a REMIC 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 a violation of this Pooling Agreement or due to the negligent performance by either the Securities Administrator Administrator, the Trustee or the Master Servicer of its duties and obligations set forth herein, the Trustee, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“"Losses”") resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer such party shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee another party to this Agreement or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, such party has relied. Notwithstanding the foregoing, however, in no event shall the Trustee, the Securities Administrator or Administrator, the Master Servicer or any Servicer have any liability (1a) 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 under any the related Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, Agreement and (3b) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).