Indemnification by Subservicer Sample Clauses

Indemnification by Subservicer. Except as otherwise stated herein, Subservicer agrees to, and shall, indemnify, defend and hold harmless Lender from any liability, claim, loss or damage, including reasonable attorneys’ fees, directly or indirectly resulting from or arising out of Subservicer’s failure to observe or perform any or all of Subservicer’s covenants, agreements, warranties or representations contained in this SA, excluding, however, any failure by Subservicer: (a) to make any payment of money to a third part which failure is attributable to a default of Lender hereunder, including without limitation a failure of Lender to provide funding for that payment or to timely reimburse Subservicer in accordance with Section 3.5; or (b) that is a result of Subservicer’s compliance with a directive of Lender or any Investor or with Applicable Requirements; or (c) that is attributable to a failure of Lender or any Investor or Prior Servicer to comply with Applicable Requirements. 8.3

Indemnification by Subservicer. Subservicer shall indemnify and hold ▇▇▇▇▇▇ ▇▇▇, its directors, officers and employees, harmless from, and shall reimburse ▇▇▇▇▇▇ ▇▇▇, its directors, officers and employees, for, any and all Losses incurred to the extent that such Losses arise out of, relate to, or result from: (i) Any breach of any representation or warranty of Subservicer hereunder or the non-fulfillment of any term, covenant, condition, agreement or obligation of Subservicer set forth in this Agreement, or in any schedule, exhibit or certificate furnished pursuant hereto, or any default or failure to perform by Subservicer hereunder; or (ii) Any failure of Subservicer, on or after the Transfer Date, to comply with Applicable Requirements with respect to the Servicing Rights or any of the Assets. Notwithstanding any provision to the contrary in this Section 9.2(a), Subservicer shall have no obligation to indemnify or hold ▇▇▇▇▇▇ ▇▇▇ harmless from and against that portion of any claim for indemnification that arises from any fact or circumstance for which Subservicer is entitled to indemnification by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 9.2(b). Further, ▇▇▇▇▇▇ ▇▇▇ will not enforce against Subservicer (i) claims or Losses relating to any representations and warranties made by a third party and related to the sale or origination of the Mortgage Loans, whether contained in the Servicing Agreement or otherwise; nor for (ii) any servicing deficiencies, to the extent any servicing deficiency is caused solely by any action or failure of Prior Servicer. Notwithstanding the foregoing, Subservicer shall be liable for any damage or loss to ▇▇▇▇▇▇ ▇▇▇ that is caused by Subservicer’s failure to notify ▇▇▇▇▇▇ ▇▇▇ of such claims or Losses, take any corrective action reasonably requested by ▇▇▇▇▇▇ ▇▇▇, to the extent any such corrective action is reasonably able to be taken by Subservicer, or any other failure in Subservicer’s performance of its responsibilities on or after the Transfer Date.

Indemnification by Subservicer. Subservicer shall indemnify and hold Principal harmless from and shall reimburse Principal for any losses, damages, claims, causes of action or expenses of any nature (including reasonable attorney's fees) incurred by Principal which arise out of or result from: (a) the inaccuracy of any representation of Subservicer contained in this Agreement or breach of any warranty made by, or the failure to observe or perform any covenant or agreement made or to be performed by, Subservicer pursuant to this Agreement; or (b) Subservicer's failure to perform the Subservicing Functions assumed by Subservicer; provided, however, that the limitations set forth in Section 7.1(h) of the Asset Purchase Agreement shall not be applicable to this Section 8.2.

Indemnification by Subservicer. Except as otherwise stated herein, Subservicer indemnifies and holds harmless Owner/Servicer from any liability, claim, loss or damage, including reasonable attorneys’ fees, directly or indirectly resulting from or arising out of Subservicer’s failure to observe or perform any or all of Subservicer’s covenants, agreements, warranties or representations contained in this Agreement. Except for matters with regard to which Subservicer must indemnify Owner/Servicer pursuant this Section 8.2 or costs or expenses that Subservicer must bear hereunder, in no event shall Subservicer be liable for losses, costs, expenses, damages or claims (including attorneys’ fees) incurred by Owner/Servicer in connection with the Mortgages subserviced hereunder, including without limitation losses, costs, expenses, damages or claims (including attorneys’ fees) incurred by Owner/Servicer in connection with the default or foreclosure of such Mortgage.

Indemnification by Subservicer. Except as otherwise stated herein, Subservicer shall indemnify and hold Owner/Servicer harmless against any and all Damages, claim, loss, liability, fines, forfeiture or expense, including without limitation carrying costs, investigation costs, fines, penalties and attorneys’ fees and expenses, whether a first party claim or a third party claim, directly or indirectly resulting from or arising out of Subservicer’s failure to observe or perform any or all of Subservicer’s covenants, agreements, warranties or representations contained in this Agreement, including, but not limited to, Subservicer’s obligations to service and administer the Mortgage Loans in compliance with the terms of this Agreement. Except for matters with regard to which Subservicer must indemnify Owner/Servicer pursuant to this Agreement or costs or expenses that Subservicer must bear hereunder, in no event shall Subservicer be liable for losses, costs, expenses, Damages or claims (including attorneys’ fees) incurred by Owner/Servicer in connection with the Mortgage Loans serviced hereunder, including without limitation losses, costs, expenses, Damages or claims (including attorneys’ fees) incurred by Owner/Servicer in connection with the default or foreclosure of such Mortgage Loan. Notwithstanding any other provisions of this Agreement, excluding Damages resulting from Subservicer’s failure to observe or perform any or all of Subservicer’s covenants, agreement, warranties or representations contained in this Agreement, the applicable Owner/Servicer shall remain responsible, as between such Owner/Servicer and the Subservicer, for losses related to the Owner/Servicer’s investment in the mortgage servicing rights or, as applicable, the Mortgage Loans or REO Properties. Losses of the type referred to above for which the Owner/Servicer shall remain responsible include, but are not limited to: FHA losses related to curtailments, over advances and penalties, FHA partial claims payments, shortages in the reimbursement amounts for fees paid by the Subservicer on FHA Mortgage Loans, prepayment interest shortfall for deliveries, Agency penalties, including with limitation, compensatory fees, Investor repurchase demands, litigation losses, consent orders and regulatory actions, earthquake losses or other such special hazard losses not covered by the insurance required to be maintained under this Agreement, fraud, foreclosure losses, trustee fees, document custodian fees, tax penalties related to ta...

Indemnification by Subservicer. Subservicer shall indemnify, defend and hold Servicer and its Affiliates and their respective officers, directors, shareholders, employees, and agents harmless from any Damages resulting from or arising out of Subservicer’s failure to observe any or all of Subservicer’s covenants, agreements, warranties or representations contained in this Agreement or the Applicable Servicing Requirements, excluding, however, any failure by Subservicer: (1) to make payment of money to a third Party which failure is attributable to a breach of this Agreement by Servicer hereunder; or (2) which is a result of Subservicer’s compliance with a written directive of the Servicer or any Investor; or (3) which is attributable to a failure of Servicer or any Investor or Prior Servicer to comply with Applicable Servicing Requirements.