Common use of Indemnification of Servicer Clause in Contracts

Indemnification of Servicer. Subservicer shall indemnify and hold Servicer, its officers, directors, employees and agents (the “Servicer Indemnified Parties”) harmless from, and will reimburse the Servicer Indemnified Parties for, any and all Losses incurred by any of the Servicer 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 Subservicer 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 Subservicer or the nonfulfillment of any term, covenant, condition or obligation of Subservicer set forth in this Agreement or in any schedule, statement, exhibit, or certificate furnished pursuant hereto, or any default or failure to perform by Subservicer hereunder; (c) Any failure of Subservicer to comply with the terms of any Private Investor Agreement, or any Pooling and Servicing Agreement or any other Applicable Requirements in connection with subservicing the Mortgage Loans; (d) Any liabilities or obligations, contingent or otherwise, of Subservicer of any nature whatsoever relating to Subservicer’s obligations under this Agreement, to the extent that any related Loss to Servicer is not increased by negligence, bad faith or willful misconduct on the part of Servicer; (e) Any non-compliance with the terms of any powers of attorney or the use thereof that results in a Loss to Servicer; or (f) Any failure by Subservicer to deliver a Distribution Certificate in accordance with Section 5.01. The indemnity provided in this Section 13.03 shall remain in full force and effect regardless of any investigation made by Servicer or its representatives.

Indemnification of Servicer. Subservicer shall indemnify and hold Servicer, its officers, directors, employees and agents (the “Servicer Indemnified Parties”) harmless from, and will reimburse the Servicer Indemnified Parties for, any and all Losses incurred by any of the Servicer 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 Subservicer 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 Subservicer or the nonfulfillment of any term, covenant, condition or obligation of Subservicer set forth in this Agreement or in any schedule, statement, exhibit, or certificate furnished pursuant hereto, or any default or failure to perform by Subservicer hereunder; (c) Any failure of Subservicer to comply with the terms of any Private Investor Agreement, or any Pooling and Servicing Agreement or any other the Applicable Requirements in connection with subservicing the Mortgage Loans; (d) Any liabilities or obligations, contingent or otherwise, of Subservicer of any nature whatsoever relating to Subservicer’s obligations under this Agreement, to the extent that any related Loss to Servicer is not increased by negligence, bad faith or willful misconduct on the part of Servicer;; or (e) Any non-compliance with the terms of any powers of attorney or the use thereof that results in a Loss to Servicer; or (f) Any failure by Subservicer to deliver a Distribution Certificate in accordance with Section 5.01. The indemnity provided in this Section 13.03 13.01 shall remain in full force and effect regardless of any investigation made by Servicer or its representatives.