Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify and hold harmless the Purchaser against and its present and former directors, officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging as a result of the breach of a representation or warranty set forth in Sections 7.01 3.01 or 7.02 3.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the a Mortgage LoansLoan, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. If the Seller has assumed the defense of the Purchaser, the The Seller shall provide follow any written instructions received from the Purchaser in connection with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentence sentences except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) the failure of Subsection 12.01(a) or any other breach by the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this Agreement).

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify and hold harmless the Purchaser against and its present and former directors, officers, employees and agents harmless from any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser any of such parties may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging as a result of the breach of a representation or warranty set forth in Sections 7.01 3.01 or 7.02 3.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the a Mortgage LoansLoan, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. If the Seller has assumed the defense of the Purchaser, the The Seller shall provide follow any written instructions received from the Purchaser in connection with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentence sentences except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) the failure of Subsection 12.01(a) or any other breach by the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer shall indemnify and hold the Owner and its officers, directors, successors and any permitted assigns (an "Owner Indemnified Party") harmless the Purchaser against against, and shall reimburse each of them for, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser Owner Indemnified Party may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement or resulting from, or alleging a breach of a representation or warranty set forth the representations and warranties contained in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation The Servicer immediately shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller shall immediately notify the Purchaser Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the prior written consent of the PurchaserOwner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. If The Servicer shall follow any written instructions received from the Seller has assumed the defense of the Purchaser, the Seller Owner in connection with such claim. The Owner promptly shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates related to the Servicer's indemnification pursuant to Section 3.02, or results the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Owner shall indemnify and hold the Servicer and its officers, directors, successors and any permitted assigns harmless from, and shall reimburse each of them for, all losses, incurred by or asserted against any of such individuals or entities which result from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach failure by the Seller Owner to perform its obligations in any material respect under any agreement with respect to the Mortgage Loan. The Owner's obligations under this Section 8.01 shall be without regard to qualification as to knowledge and shall survive any Reconstitution Date and the termination of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer shall indemnify the Originator, the Owner Trustee, the Trust, the Depositor, the Indenture Trustee and the Noteholders, their respective officers, directors, employees, agents and "control persons," as such term is used under the Act and under the Securities Exchange Act of 1934 as amended (each a "Servicer Indemnified Party") and hold harmless the Purchaser each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees costs and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon upon, or resulting from, or alleging a breach of a representation any of the Servicer's representations and warranties and covenants contained in this Agreement or warranty set forth in Sections 7.01 any way relating to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party's gross negligence or 7.02 willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 7.19(b) for its failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement, then the provisions of this Section 7.19 shall have no force and without regard effect with respect to such failure. The obligations of the Servicer under this Section 7.19 arising prior to any knowledge qualifier included in any such representation resignation or warranty, (ii) a breach by termination of the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation Servicer hereunder shall survive the resignation or termination of this Agreement or the termination of any party to this AgreementServicer. (b) Neither the Servicer or any of its Affiliates, directors, officers, employees or agents shall be under any liability to the Owner Trustee, the Trust, the Indenture Trustee or the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any of its Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the duties of the Servicer. The Seller Servicer and any of its Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a "Third Party Claim"), such Indemnified Party shall immediately notify the Purchaser related indemnifying parties (each, an "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Indenture Trustee and the Indemnified Party (if a other than the Indenture Trustee) of any claim is made by a third party of which it has been notified and shall promptly notify the Indenture Trustee and the Indemnified Party (if applicable) of its intended course of action with respect to this Agreement or any claim. (d) If a Third Party Claim is made against an Indemnified Party, while maintaining control over its own defense, the Mortgage LoansIndemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Seller shall assume (with Indemnified Party may defend the written consent of the Purchaser) the defense of any same in such manner as it may deem appropriate, including settling such claim and pay all expenses in connection therewith, including counsel fees. If or litigation after giving notice to the Seller has assumed the defense Indemnifying Party of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 such terms; and the Purchaser shall Indemnifying Party will promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this AgreementIndemnified Party upon written request.

Indemnification; Third Party Claims. (a) The Seller agrees to Servicer shall indemnify the Originator, the Owner Trustee, the Trust, the Depositor, the Indenture Trustee and the Noteholders, their respective officers, directors, employees, agents and "control persons," as such term is used under the Act and under the Securities Exchange Act of 1934 as amended (each a "Servicer Indemnified Party") and hold harmless the Purchaser each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees costs and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon upon, or resulting from, or alleging a breach of a representation any of the Servicer's representations and warranties and covenants contained in this Agreement or warranty set forth in Sections 7.01 any way relating to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement except to the extent such loss arises out of such Servicer Indemnified Party's gross negligence or 7.02 willful misconduct; provided, however, that if the Servicer is not liable pursuant to the provisions of Section 7.19(b) for its failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement, then the provisions of this Section 7.19 shall have no force and without regard effect with respect to such failure. The obligations of the Servicer under this Section 7.19 arising prior to any knowledge qualifier included in any such representation resignation or warranty, (ii) a breach by termination of the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation Servicer hereunder shall survive the resignation or termination of this Agreement or the termination of any party to this AgreementServicer. (b) Neither the Servicer or any of its Affiliates, directors, officers, employees or agents shall be under any liability to the Owner Trustee, the Trust, the Indenture Trustee or the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any of its Affiliates, directors, officers, employees, agents against the remedies provided herein for the breach of any warranties, representations or covenants made herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any expense or liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of the duties of the Servicer. The Seller Servicer and any of its Affiliates, directors, officers, employees, agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. (c) With respect to a claim subject to indemnity hereunder made by any Person against an Indemnified Party (a "Third Party Claim"), such Indemnified Party shall immediately notify the Purchaser related indemnifying parties (each an "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Indemnifying Parties shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each Indemnifying Party shall promptly notify the Indenture Trustee and the Indemnified Party (if a other than the Indenture Trustee) of any claim is made by a third party of which it has been notified and shall promptly notify the Indenture Trustee and the Indemnified Party (if applicable) of its intended course of action with respect to this Agreement or any claim. (d) If a Third Party Claim is made against an Indemnified Party: while maintaining control over its own defense, the Mortgage LoansIndemnified Party shall cooperate and consult fully with the Indemnifying Party in preparing such defense, and the Seller shall assume (with Indemnified Party may defend the written consent of the Purchaser) the defense of any same in such manner as it may deem appropriate, including settling such claim and pay all expenses in connection therewith, including counsel fees. If or litigation after giving notice to the Seller has assumed the defense Indemnifying Party of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 such terms; and the Purchaser shall Indemnifying Party will promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this AgreementIndemnified Party upon written request.

Indemnification; Third Party Claims. (a) The Seller agrees to Company shall indemnify the Purchaser and hold it harmless the Purchaser against any and all claims, losses, damages, penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach the failure of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard the Company to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of perform its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained and service the Mortgage Loans in any information provided by strict compliance with the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination terms of this Agreement or the termination of any party Reconstitution Agreement entered into pursuant to this Agreement. (b) Section 8.01. The Seller Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, and shall promptly notify Ginnie Mae, Fannie Mae, Freddie Mac, or the Seller shall trustee with respect to any xxxxx mxxx bx x xxixx paxxx xxxh respect to any Reconstitution Agreement, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. If The Company shall follow any written instructions received from the Seller has assumed Purchaser in connection with such claim. The Company agrees that it will not enter into any settlement of any such claim without the defense consent of the PurchaserPurchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9, the Seller Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01 shall provide the survive termination of this Agreement. The Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates related to the Company's indemnification pursuant to Section 4.03, or results from anything listed the failure of the Company to service and administer the Mortgage Loans in clauses (i), (ii) or (iii) strict compliance with the terms of Subsection 12.01(a) this Agreement or any other breach by Reconstitution Agreement. The obligations of the Seller Company arising under this Section 9.01 shall survive any sale, assignment, resignation or termination of the Company, or the termination of this Agreement.

Indemnification; Third Party Claims. (a) The Seller Servicer agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach the failure of a representation or warranty set forth the Servicer to service the Mortgage Loans in Sections 7.01 or 7.02 compliance with the terms of this Agreement, and without regard to any knowledge qualifier included in any such representation Agreement or warranty, (ii) a breach by of the Seller of any of its duties Servicer’s representations, warranties or obligations under covenants included in this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32Agreement. This indemnification obligation obligations shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller Servicer shall immediately promptly notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller Servicer shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller Servicer has assumed the defense of the Purchaser, the Seller Servicer shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller Servicer pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed the failure of the Servicer to service the Mortgage Loans in clauses (i), (ii) or (iii) accordance with the terms of Subsection 12.01(a) this Agreement or any other breach by the Seller Servicer of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any third party claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its other duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32Agreement. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) . The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to Company shall indemnify the Purchaser and hold it harmless the Purchaser against any and all claims, losses, damages, penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach the failure of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard the Company to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of perform its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained and service the Mortgage Loans in any information provided by strict compliance with the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination terms of this Agreement or the termination of any party Reconstitution Agreement entered into pursuant to this Agreement. (b) Section 8.01. The Seller Company immediately shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, and shall promptly notify Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac, or the Seller shall trustee with respect to any claim made by a third party with respect to any Reconstitution Agreement, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. If The Company shall follow any written instructions received from the Seller has assumed Purchaser in connection with such claim. The Company agrees that it will not enter into any settlement of any such claim without the defense consent of the PurchaserPurchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9, the Seller Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01 shall provide the survive termination of this Agreement. The Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser promptly shall promptly reimburse the Seller Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates related to the Company’s indemnification pursuant to Section 4.03, or results from anything listed the failure of the Company to service and administer the Mortgage Loans in clauses (i), (ii) or (iii) strict compliance with the terms of Subsection 12.01(a) this Agreement or any other breach by Reconstitution Agreement. The obligations of the Seller Company arising under this Section 9.01 shall survive any sale, assignment, resignation or termination of the Company, or the termination of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any third party claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its other duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32Agreement. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this Agreement.

Indemnification; Third Party Claims. (a) The Seller agrees to indemnify the Purchaser and hold it harmless the Purchaser against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, “Damages”) that the Purchaser may sustain in any way related to the failure of the Seller to observe and perform its duties, obligations, covenants, and agreements and to service the Mortgage Loans in compliance with the terms of this Agreement or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging as a result of the breach of a representation or warranty set forth in Sections 7.01 3.01 or 7.02 3.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement. (b) The Seller hereunder shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the a Mortgage LoansLoan, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. If the Seller has assumed the defense of the Purchaser, the The Seller shall provide follow any written instructions received from the Purchaser in connection with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the such claim. The Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the two preceding sentence sentences except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) the failure of Subsection 12.01(a) or any other breach by the Seller to service and administer the Mortgage Loans in compliance with the terms of this Agreement, the failure of the Seller to perform its duties and obligations pursuant to this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of the Seller. The provisions of this Section 7.01 shall survive termination of this Agreement and transfer of the related servicing rights.