Common use of Servicer's Indemnity of Owner Clause in Contracts

Servicer's Indemnity of Owner. The Servicer shall defend and indemnify Owner against 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, (each, a "Liability"), suffered or incurred by Owner arising out of or resulting from third party claims or actions that were caused directly by or which directly resulted from a breach of any of Servicer's representations and warranties contained in this Agreement or the failure of Servicer to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Servicer. The Servicer shall not be liable to Owner, however, with respect to action taken, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with the direction of Owner (for this purpose, the terms of this Agreement are directions of Owner), or for any Liability caused by or resulting from a delay occasioned by Owner's objection to a proposal by Servicer hereunder, or for any Liability caused by or resulting from Owner's breach of a representation or warranty herein or for any Liability incurred by reason of Owner's willful misfeasance, bad faith or negligence in acting or refraining from acting. In any event, Servicer shall not be responsible for any Liability or obligations for any actions or omissions of any Prior Servicer, including any prior sub-servicer, originator, prior holder or owner, or any successor servicer, of the Mortgage Loans or Properties.

Servicer's Indemnity of Owner. The Servicer shall defend and indemnify Owner against 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, (each, a "“Liability"”), suffered or incurred by Owner arising out of or resulting from third party claims or actions that were caused directly by or which directly resulted from a breach of any of Servicer's ’s representations and warranties contained in this Agreement or the failure of Servicer to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Servicer. The Servicer shall not be liable to Owner, however, with respect to action taken, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with the direction of Owner (for this purpose, the terms of this Agreement are directions of Owner), or for any Liability caused -caused by or resulting from a delay occasioned by Owner's ’s objection to a proposal by Servicer I hereunder, or for any Liability caused by or resulting from Owner's ’s breach of a representation or of warranty herein or for any Liability incurred by reason of Owner's ’s willful misfeasance, bad faith or negligence in acting or refraining from acting. In any event, Servicer shall not be responsible for have any Liability liability or obligations for any actions or omissions of any Prior Servicerprior servicer, including any prior sub-servicer, originator, prior holder or owner, or any successor servicer, of the Mortgage Loans or Properties.

Servicer's Indemnity of Owner. The Servicer shall defend and indemnify Owner against 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, (each, a "“Liability"”), suffered or incurred by Owner arising out of or resulting from third party claims or actions that were caused directly by or which directly resulted from a breach of any of Servicer's ’s representations and warranties contained in this Agreement or the failure of Servicer to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by Servicer. The Servicer shall not be liable to Owner, however, with respect to action taken, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with the direction of Owner (for this purpose, the terms of this Agreement are directions of Owner), or for any Liability caused by or resulting from a delay occasioned by Owner's ’s objection to a proposal by Servicer hereunder, or for any Liability caused by or resulting from Owner's ’s breach of a representation or warranty herein or for any Liability incurred by reason of Owner's ’s willful misfeasance, bad faith or negligence in acting or refraining from acting. In any event, Servicer shall not be responsible for have any Liability liability or obligations for any actions or omissions of any Prior Servicerprior servicer, including any prior sub-servicer, originator, prior holder or owner, or any successor servicer, of the Mortgage Loans or Properties.. Flow Special Servicing Agreement

Servicer's Indemnity of Owner. The Servicer shall defend and indemnify of Owner against 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 Owner (each, a "Liability"), suffered or incurred by Owner ') arising out of or resulting from third party claims or actions that were caused directly by or which directly resulted from a breach of any of Servicer's representations and warranties contained in this Agreement or the failure of Servicer to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by ServicerAccepted Servicing Practices. The Servicer shall not be liable to Owner, however, with respect to action taken, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with the direction of Owner (for this purpose, the terms of this Agreement are directions of Owner), or for any Liability caused by or resulting from a delay occasioned by Owner's objection to a proposal by Servicer hereunder, or for any Liability caused by or resulting from Owner's breach of a representation or warranty herein or for any Liability incurred by reason xxxxx of Owner's willful misfeasance, bad faith or negligence in acting or refraining from acting. In any event, Servicer shall not be responsible for have any Liability liability or obligations for any actions or omissions of any Prior Servicerprior servicer, including any prior sub-servicer, originator, prior holder or owner, or any successor servicer, of the Mortgage Loans or Properties.

Servicer's Indemnity of Owner. The Servicer shall defend and indemnify of Owner against 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 Owner (each, a "Liability"), suffered or incurred by Owner ') arising out of or resulting from third party claims or actions that were caused directly by or which directly resulted from a breach of any of Servicer's representations and warranties contained in this Agreement or the failure of Servicer to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by ServicerAccepted Servicing Practices. The Servicer shall not be liable to Owner, however, with respect to action taken, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with the direction of Owner (for this purpose, the terms of this Agreement are directions of Owner), or for any Liability caused by or resulting from a delay occasioned by Owner's objection to a proposal by Servicer hereunder, or for any Liability caused by or resulting from Owner's breach of a representation or warranty herein or for any Liability incurred by reason mason of Owner's willful misfeasance, bad faith or negligence in acting acxxxx or refraining from acting. In any event, Servicer shall not be responsible for have any Liability liability or obligations for any actions or omissions of any Prior Servicerprior servicer, including any prior sub-servicer, originator, prior holder or owner, or any successor servicer, of the Mortgage Loans or Properties.

Servicer's Indemnity of Owner. The Servicer shall defend ----------------------------- and indemnify Owner against 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 (each, a "Liability"), suffered or incurred by Owner ) arising out of or resulting from third party claims or actions that were caused directly by or which directly resulted from a breach of any of the Servicer's representations and warranties contained in this Agreement or the failure of the Servicer to perform its duties in accordance with the terms of this Agreement or other breach of this Agreement by ServicerAgreement. The Servicer shall not be liable to Owner, however, with respect to action taken, or for refraining from taking any action, with respect to any Mortgage Loan or REO Property at or in conformity with the direction of Owner (for this purpose, the terms of this Agreement are not directions of Owner), or for any Liability caused by or resulting from a delay occasioned by Owner's objection to a proposal by the Servicer hereunder, or for any Liability caused by or resulting from Owner's breach of a representation or warranty herein or for any Liability incurred by reason of Owner's willful misfeasance, bad faith or negligence in acting or refraining from acting. In any event, the Servicer shall not be responsible for have any Liability liability or obligations for any actions or omissions of any Prior Servicerprior servicer, including any prior sub-servicer, originator, prior holder or owner, or any successor servicer, of the Mortgage Loans or Properties.