Common use of Owner's Indemnity of Servicer; Limitation on Liability of Servicer Clause in Contracts

Owner's Indemnity of Servicer; Limitation on Liability of Servicer. (a) Owner shall defend and indemnify Servicer against any Liability (as defined above) arising from third party claims or actions that were caused by or resulted from (i) any actions or omissions in respect of any Mortgage Loan or REO Property of any prior servicer, prior sub-servicer, prior owner or originator of a Mortgage Loan or REO Property, or (ii) taking any action, or refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with this Agreement or the direction of Owner, or (iii) any Environmental Liability (as defined in Section 8.03(c) below), or (iv) any breach by Owner or Owner’s directors, officers, employees, agents, invitees or representatives of Owner’s obligations under Section 8.03(d) below, or (v) a breach of any of Owner’s representations and warranties contained in this Agreement or the failure of Owner to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Owner, or (vi) any Liability relating to the failure or refusal of Owner or any trustee or custodian in possession of original Mortgage Loan Documents to timely provide to Servicer the originals of any Mortgage Loan Documents in order to allow Servicer sufficient time to timely process satisfactions, payoffs and releases. The Owner shall not be liable to Servicer for any Liability caused by or resulting from Servicer’s breach of this Agreement or for any Liability incurred by reason of Servicer’s willful misfeasance, bad faith or negligence in taking action, or refraining from taking action, with respect to any Mortgage Loan or REO Property. (b) Neither Servicer nor any directors, officers, employees or agents of Servicer shall be liable to Owner for any action taken or for refraining from taking any action in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect Servicer against any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted to Servicer respecting any matters arising hereunder and shall not be liable for taking any action or refraining from taking any action in good faith reliance thereon, pursuant to this Agreement. (c) The term “Environmental Liability” shall mean any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, reasonable legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses, suffered or incurred by Servicer arising out of or resulting from the introduction of such materials on any Mortgaged Property or REO Property before and/or after the date hereof, including, without limitation, (a) any liability under or on account of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as the same may be amended from time to time, and/or any other federal or state environmental laws, and specifically including, without limitation, any liability relating to asbestos and asbestos containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being "in inventory", "usable work in process" or similar classification which would, if classified as unusable, be included in the foregoing definition, including the assertion of any lien thereunder, (b) claims brought by third parties for loss or damage incurred or sustained subsequent to the date hereof, and (c) liability with respect to any other matter affecting the Mortgaged Property or REO Property within the jurisdiction of the federal Environmental Protection Agency or state environmental regulatory agencies pursuant to any state laws, and in the regulations adopted pursuant to any of said laws; provided, however, that the indemnity for Environmental Liability shall not be effective with respect to any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. Flow Special Servicing Agreement

Owner's Indemnity of Servicer; Limitation on Liability of Servicer. (a) Owner shall defend and indemnify Servicer against any Liability (as defined above) arising from (i) third party claims claim or actions that were caused by or resulted from (iA) any actions or omissions in respect of any Mortgage Loan or REO Property of any prior servicer, prior sub-servicer, prior owner or originator of a Mortgage Loan or REO Property, or and/or (iiB) taking any action, or refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with this Agreement or the direction of Owner, or and/or (iiiii) any Environmental Liability (as defined in Section 8.03(c8.3(c) below), or (iviii) any breach by Owner or Owner’s 's directors, officers, employees, agents, invitees or representatives of Owner’s 's obligations under Section 8.03(d8.3(d) below, or and (v) a breach of any of Owner’s representations and warranties contained in this Agreement or the failure of Owner to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Owner, or (viiv) any Liability relating to the failure or refusal of Owner or any trustee or custodian in possession of original Mortgage Loan Documents to timely provide to Servicer the originals of any Mortgage Loan Documents in order to allow Servicer sufficient time to timely process satisfactions, payoffs and releases. The Owner shall not be liable to Servicer for any Liability caused by or resulting from Servicer’s breach of this Agreement or for any Liability incurred by reason of Servicer’s willful misfeasance, bad faith or negligence in taking action, or refraining from taking action, with respect to any Mortgage Loan or REO Property. (b) Neither Servicer nor any directors, officers, employees or agents of Servicer shall be liable to Owner for any action taken or for refraining from taking any action in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect Servicer against any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, 's willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted to Servicer respecting any matters arising hereunder and shall not be liable for taking any action or refraining from taking any action in good faith reliance thereon, pursuant to this Agreement. (c) The term “Environmental Liability” shall mean any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, reasonable legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses, suffered or incurred by Servicer arising out of or resulting from the introduction of such materials on any Mortgaged Property or REO Property before and/or after the date hereof, including, without limitation, (a) any liability under or on account of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as the same may be amended from time to time, and/or any other federal or state environmental laws, and specifically including, without limitation, any liability relating to asbestos and asbestos containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being "in inventory", "usable work in process" or similar classification which would, if classified as unusable, be included in the foregoing definition, including the assertion of any lien thereunder, (b) claims brought by third parties for loss or damage incurred or sustained subsequent to the date hereof, and (c) liability with respect to any other matter affecting the Mortgaged Property or REO Property within the jurisdiction of the federal Environmental Protection Agency or state environmental regulatory agencies pursuant to any state laws, and in the regulations adopted pursuant to any of said laws; provided, however, that the indemnity for Environmental Liability shall not be effective with respect to any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. Flow Special Servicing Agreement

Owner's Indemnity of Servicer; Limitation on Liability of Servicer. (a) Owner shall defend and indemnify Servicer against any Liability (as defined above) arising from third party claims or actions that were caused by or resulted from (i) any actions or omissions in respect of any Mortgage Loan or REO Property of any prior servicer, prior sub-servicer, prior owner or originator of a Mortgage Loan loan or REO Property, or (ii) taking any action, or refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with this Agreement or the direction of Owner, or (iii) any Environmental Liability (as defined in Section 8.03(c) below), or (iv) any breach by Owner or Owner’s directors, officers, employees, agents, invitees or representatives of Owner’s obligations under Section 8.03(d) below, or (v) a breach of any of Owner’s representations and warranties contained in this Agreement or the failure of Owner to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Owner, or (vi) any Liability relating to the failure or refusal of Owner or any trustee or custodian in possession of original Mortgage Loan Documents to timely provide to Servicer the originals of any Mortgage Loan Documents in order to allow Servicer sufficient time to timely thinly process satisfactions, payoffs and releases. The Owner shall not be liable to Servicer for any Liability caused by or resulting from Servicer’s breach of this Agreement or for any Liability incurred by reason of Servicer’s willful misfeasance, bad faith or negligence in taking action, or on refraining from taking action, with respect to any Mortgage Loan or REO Property.. Flow Special Servicing Agreement 31 (b) Neither Servicer nor any directors, officers, employees or agents of Servicer shall be liable to Owner for any action taken or for refraining from taking any action in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect Servicer against any liability directly and solely sorely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted to Servicer respecting any matters arising hereunder and shall not be liable for taking any action or refraining from taking any action in good faith reliance thereon, pursuant to this Agreement. (c) The term “Environmental Liability” shall mean any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, reasonable legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses, suffered or incurred by Servicer arising out of or resulting from the introduction of such materials on any Mortgaged Property or REO Property before and/or after the date hereof, including, without limitation, (a) any liability under or on account of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as the same may be amended from time to time, and/or any other federal or state environmental laws, and specifically including, without limitation, any liability relating to asbestos and asbestos containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being "in inventory", "usable work in process" or similar classification which would, if classified as unusable, be included in the foregoing definition, including the assertion of any lien thereunder, (b) claims brought by third parties for loss or damage incurred or sustained subsequent to the date hereof, and (c) liability with respect to any other matter affecting the Mortgaged Property or REO Property within the jurisdiction of the federal Environmental Protection Agency or state environmental regulatory agencies pursuant to any state laws, and in the regulations adopted pursuant to any of said laws; provided, however, that the indemnity for Environmental Liability shall not be effective with respect to any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. Flow Special Servicing Agreement

Owner's Indemnity of Servicer; Limitation on Liability of Servicer. (a) Owner shall defend and indemnify Servicer against any Liability (as defined above) arising from (i) third party claims claim or actions that were caused by or resulted from (iA) any actions or omissions in respect of any Mortgage Loan or REO Property of any prior servicer, prior sub-servicer, prior owner or originator of a Mortgage Loan or REO Property, or and/or (iiB) taking any action, or refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with this Agreement or the direction of Owner, or and/or (iiiii) any Environmental Liability (as defined in Section 8.03(c8.3(c) below), or (iviii) any breach by Owner or Owner’s 's directors, officers, employees, agents, invitees or representatives of Owner’s 's obligations under Section 8.03(d8.3(d) below, or and (v) a breach of any of Owner’s representations and warranties contained in this Agreement or the failure of Owner to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Owner, or (viiv) any Liability relating to the failure or refusal of Owner or any trustee or custodian in possession of original Mortgage Loan Documents to timely provide to Servicer the originals of any Mortgage Loan Documents in order to allow Servicer sufficient time to timely process satisfactions, payoffs and releases. The Owner shall not be liable to Servicer for any Liability caused by or resulting from Servicer’s breach of this Agreement or for any Liability incurred by reason of Servicer’s willful misfeasance, bad faith or negligence in taking action, or refraining from taking action, with respect to any Mortgage Loan or REO Property. (b) Neither Servicer nor any directors, officers, employees or agents of Servicer shall be liable to Owner for any action taken or for refraining from taking any action in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect Servicer against any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, 's willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted to ----- ----- Servicer respecting any matters arising hereunder and shall not be liable for taking any action or refraining from taking any action in good faith reliance thereon, pursuant to this Agreement. (c) The term “Environmental Liability” shall mean any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, reasonable legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses, suffered or incurred by Servicer arising out of or resulting from the introduction of such materials on any Mortgaged Property or REO Property before and/or after the date hereof, including, without limitation, (a) any liability under or on account of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as the same may be amended from time to time, and/or any other federal or state environmental laws, and specifically including, without limitation, any liability relating to asbestos and asbestos containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being "in inventory", "usable work in process" or similar classification which would, if classified as unusable, be included in the foregoing definition, including the assertion of any lien thereunder, (b) claims brought by third parties for loss or damage incurred or sustained subsequent to the date hereof, and (c) liability with respect to any other matter affecting the Mortgaged Property or REO Property within the jurisdiction of the federal Environmental Protection Agency or state environmental regulatory agencies pursuant to any state laws, and in the regulations adopted pursuant to any of said laws; provided, however, that the indemnity for Environmental Liability shall not be effective with respect to any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. Flow Special Servicing Agreement

Owner's Indemnity of Servicer; Limitation on Liability of Servicer. (a) Owner shall defend and indemnify Servicer Servicer, each of its Affiliates and each of their respective officers, directors, shareholders, members, managers, employees, agents, representatives, successors and assigns (the "Indemnified Parties") against any Liability and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, reasonable legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses, (as defined above) arising from third party claims or actions that were caused each, a "Liability"), incurred by or resulted from asserted against any of such Indemnified Parties arising out of or based upon (i) any breach of any representation, warranty or covenant made by the Owner in this Agreement, (ii) any litigation, claim or other proceeding commenced against Servicer after the applicable Transfer Date as a result of Servicer's servicing of the Assets in accordance with this Agreement, including in connection with any foreclosure action pursued by Servicer in accordance with this Agreement, (iii) the Servicer's compliance with a written directive or instructions of the Owner or the Manager, (iv) the Owner's willful misconduct, bad faith or gross negligence, (v) any Liability Servicer incurs due to any actions or omissions in respect of any Mortgage Loan or REO Property of Prior Servicer, including any prior servicer, prior sub-servicer, originator, prior owner holder or originator of a Mortgage Loan or REO Propertyowner, or (ii) taking any actionsuccessor servicer, of the Mortgage Loans or refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with this Agreement or the direction of Owner, or (iii) any Environmental Liability (as defined in Section 8.03(c) below), or (iv) any breach by Owner or Owner’s directors, officers, employees, agents, invitees or representatives of Owner’s obligations under Section 8.03(d) below, or (v) a breach of any of Owner’s representations and warranties contained in this Agreement or the failure of Owner to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by OwnerProperties, or (vi) any Liability relating incurred related to the failure a loan classified as a high cost, predatory or refusal of Owner or any trustee or custodian in possession of original Mortgage Loan Documents to timely provide to Servicer the originals of any Mortgage Loan Documents in order to allow Servicer sufficient time to timely process satisfactions, payoffs and releases. The Owner shall not be liable to Servicer for any Liability caused by or resulting from Servicer’s breach of this Agreement or for any Liability incurred by reason of Servicer’s willful misfeasance, bad faith or negligence in taking action, or refraining from taking action, with respect to any Mortgage Loan or REO Propertysimilar classification under applicable Requirements. (b) Neither Servicer nor any directors, officers, employees or agents of Servicer the Indemnified Parties shall be liable to Owner for any action taken or for refraining from taking any action in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect Servicer against any liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s 's gross negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted to Servicer respecting any matters arising hereunder and shall not be liable for taking any action or refraining from taking any action in good faith reliance thereon, pursuant to this Agreement. (c) The term “Owner shall defend, indemnify and hold harmless from any Liability incurred by or asserted against any Indemnified Parties arising out of, in relation to or based upon Environmental Liability” shall mean any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, reasonable legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses, suffered or incurred by Servicer arising out of or resulting from the introduction of such materials on any Mortgaged Property or REO Property before and/or after the date hereof, including, without limitation, (a) any liability under or on account of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as the same may be amended from time to time, and/or any other federal or state environmental laws, and specifically including, without limitation, any liability relating to asbestos and asbestos containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being "in inventory", "usable work in process" or similar classification which would, if classified as unusable, be included in the foregoing definition, including the assertion of any lien thereunder, (b) claims brought by third parties for loss or damage incurred or sustained subsequent to the date hereof, and (c) liability with respect to any other matter affecting the Mortgaged Property or REO Property within the jurisdiction of the federal Environmental Protection Agency or state environmental regulatory agencies pursuant to any state laws, and in the regulations adopted pursuant to any of said laws; provided, however, that the indemnity for Environmental Liability shall not be effective with respect to any liability Liability directly and solely caused by Servicer that would otherwise be imposed by reason of Servicer’s 's negligence, willful misfeasance or bad faith in the performance of or failure to perform duties hereunder. Flow Special Servicing Agreement.