Common use of Liability with Respect to Certain Taxes and Loss of REMIC Status Clause in Contracts

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer or the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders of the Residual Certificates now or hereafter existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer or Servicers, the Special ServicerServicers, the Depositor or the Holders of such Residual Certificates nor for any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master ServicerServicers, the Special ServicerServicers, the Depositor or such Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders of the Residual Certificates now or hereafter existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("LossesLOSSES") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure failures to act based upon taken in reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has reliedCertificates. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any either REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders of the Residual Certificates now or hereafter existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("LossesLOSSES") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure failures to act based upon taken in reliance on an Opinion of Counsel or from misinformation provided by the Master 163 Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has reliedCertificates. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such the Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such the Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("LossesLOSSES") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure failures to act based upon taken in reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has reliedCertificates. The foregoing 152 shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure failures to act based upon taken in reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has reliedCertificates. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by either the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders of the Residual Certificates now or hereafter existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders of the Residual Certificates now or hereafter existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("Losses") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.

Liability with Respect to Certain Taxes and Loss of REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by the Trustee of its respective duties and obligations set forth herein, the Trustee shall be liable to the REMIC Pools and the Holders of the Residual Certificates for any and all losses, claims, damages, liabilities or expenses ("LossesLOSSES") resulting from such negligence and relating to the Residual Certificates; provided, however, that the Trustee, Trustee shall not be liable for pursuant to this Section 12.3 to the extent that any such Losses are attributable to the action or inaction of the Master Servicer or Servicer, the Special Servicer, the Depositor or the Holders of such Residual Certificates nor for or to the extent that any such Losses resulting result from any actions or failure failures to act based upon taken in reliance on an Opinion of Counsel or from misinformation provided by the Master Servicer, the Special Servicer, the Depositor or such Holders of the Residual Certificates on which the Trustee has reliedCertificates. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holders Trust or the Certificateholders under any other provision of the Residual Certificates this Agreement or now or hereafter otherwise existing at law or in equity. The Trustee shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its defense.. 152