Common use of INDEMNIFICATION OF THE OWNER Clause in Contracts

INDEMNIFICATION OF THE OWNER. The Company shall indemnify and hold the Owner, its officers, directors, employees and agents (the "Owner Indemnified Parties") harmless from, and will reimburse the Owner Indemnified Parties for, any and all Losses incurred by any of the Owner Indemnified Parties to the extent that such Losses result from, are caused by or arise out of any one or more of the following: (a) Any material misrepresentations made by the Company in this Agreement, or in any schedule, exhibit, or certificate furnished pursuant hereto; (b) Any material breach of any of the representations and warranties of the Company or the nonfulfillment of any term, covenant, condition or obligation of the Company set forth in this Agreement or in any schedule, statement, exhibit, or certificate furnished pursuant hereto, or any default or failure to perform by the Company hereunder; (c) Any failure of the Company to comply with the terms of any Applicable Requirements in connection with servicing the Mortgage Loans; (d) Any liabilities or obligations, contingent or otherwise, of the Company of any nature whatsoever relating to the Company's obligations under this Agreement, to the extent that any related Loss to the Owner is not increased by negligence, bad faith or willful misconduct on the part of the Owner; or (e) Any non-compliance with the terms of the powers of attorney or Limited Authorized Signatories or the use thereof that results in a Loss to the Owner. The indemnity provided in this Section 12.02 shall remain in full force and effect regardless of any investigation made by the Owner or its representatives.

INDEMNIFICATION OF THE OWNER. The Company shall indemnify and hold the Owner, its officers, directors, employees and agents (the "“Owner Indemnified Parties"”) harmless from, and will reimburse the Owner Indemnified Parties for, any and all Losses incurred by any of the Owner Indemnified Parties to the extent that such Losses result from, are caused by or arise out of any one or more of the following: (a) Any material misrepresentations made by the Company in this Agreement, or in any schedule, exhibit, or certificate furnished pursuant hereto; (b) Any material breach of any of the representations and warranties of the Company or the nonfulfillment of any term, covenant, condition or obligation of the Company set forth in this Agreement or in any schedule, statement, exhibit, or certificate furnished pursuant hereto, or any default or failure to perform by the Company hereunder; (c) Any failure of the Company to comply with the terms of any Applicable Requirements in connection with servicing the Mortgage Loans; (d) Any liabilities or obligations, contingent or otherwise, of the Company of any nature whatsoever relating to the Company's ’s obligations under this Agreement, to the extent that any related Loss to the Owner is not increased by negligence, bad faith or willful misconduct on the part of the Owner; or (e) Any non-compliance with the terms of the powers of attorney or Limited Authorized Signatories or the use thereof that results in a Loss to the Owner. The indemnity provided in this Section 12.02 shall remain in full force and effect regardless of any investigation made by the Owner or its representatives.