Indemnification With Respect to the Mortgage Loans. The Seller shall indemnify and hold harmless the Company, Trustee and the Custodian from and against any loss, liability or expense arising from the breach by the Seller of its representations and warranties in Section 3.01 of this Purchase Agreement which materially and adversely affects the value of any Mortgage Loan or the Company’s assignees’ interest in any Mortgage Loan or from the failure by the Seller to perform its obligations under this Purchase Agreement in any material respect.
Indemnification With Respect to the Mortgage Loans. PHH Mortgage shall indemnify and hold harmless the Purchaser from and against any loss, liability or expense arising from the breach by either Seller of its representations and warranties in Section 3.1 of this Agreement (other than as a result of a breach by BGRMT of Section 3.1(b)(iii) or 3.1(b)(xv) hereof, in which case BGRMT shall indemnify and hold harmless the Purchaser from and against any loss, liability or expense arising from such breach) which materially and adversely affects the Purchaser’s interest in any Mortgage Loan or from the failure by either Seller to perform its obligations under this Agreement in any material respect, provided that neither PHH Mortgage nor BGRMT shall have any obligation to indemnify the Purchaser in respect of any loss, liability or expense that arises as a result of the Purchaser’s willful malfeasance, bad faith or gross negligence or as a result of the breach by the Purchaser of its obligations hereunder.
Indemnification With Respect to the Mortgage Loans. Section 5.01 Indemnification.......................................................................15 ARTICLE VI.
Indemnification With Respect to the Mortgage Loans. Section 5.01
Indemnification With Respect to the Mortgage Loans. The Sponsor shall indemnify and hold harmless the Depositor, Trustee and the Custodian from and against any loss, liability or expense arising from the breach by the Sponsor of its representations and warranties in Section 3.01 of this Purchase Agreement which materially and adversely affects the value of any Mortgage Loan or the Depositor’s assignees’ interest in any Mortgage Loan or from the failure by the Sponsor to perform its obligations under this Purchase Agreement in any material respect.
Indemnification With Respect to the Mortgage Loans. Section 5.01 [Reserved]..................................................
Indemnification With Respect to the Mortgage Loans. 8 Section 6.1 Indemnification..............................................................................8 ARTICLE VII TERMINATION..........................................................................................11 Section 7.1 Termination.................................................................................11
Indemnification With Respect to the Mortgage Loans. The Seller shall indemnify and hold harmless the Purchaser and the Issuer (with respect to the Initial mortgage Loans, as assignee of the Purchaser) from and against any loss, liability or expense arising from any breach by the Seller of its representations and warranties in Section 3.1 of this Agreement that materially and adversely affects the Purchaser's interest in any Initial Mortgage Loan or the Issuer's interest in any Mortgage Loan or from the failure by the Seller to perform its obligations under this Agreement or any Subsequent Transfer Agreement in any material respect; provided, that the Seller shall have no obligation to indemnify the Purchaser in respect of any loss, liability or expense that arises as a result of the Purchaser's willful malfeasance, bad faith or negligence or as a result of the breach by the Purchaser of its obligations hereunder; nor shall the Seller shall have any obligation to indemnify the Issuer in respect of any loss, liability or expense that arises as a result of the Issuer's willful malfeasance, bad faith or negligence.
Indemnification With Respect to the Mortgage Loans. The Seller shall, jointly and severally, indemnify and hold harmless the Purchaser and its directors, officers and controlling persons (as such term is used in Section 15 of the Securities Act) from and against any loss, liability or expense arising from the breach by the Seller of its representations and warranties in Section 3.1 of this Agreement which materially and adversely affects the Purchaser’s interest in any Mortgage Loan or from the failure by the Seller to perform its obligations under this Agreement in any material respect, provided that the Seller shall not have any obligation to indemnify the Purchaser in respect of any loss, liability or expense that arises as a result of the Purchaser’s willful malfeasance, bad faith or gross negligence or as a result of the breach by the Purchaser of its obligations hereunder.
Indemnification With Respect to the Mortgage Loans. The Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability or expense arising from the breach by the Seller of its representations and warranties in Section 3.1 of this Agreement which materially and adversely affects the Purchaser’s interest in any Mortgage Loan or from the failure by the Seller or to perform its obligations under this Agreement in any material respect, provided that the Seller shall not have any obligation to indemnify the Purchaser in respect of any loss, liability or expense that arises as a result of the Purchaser’s willful malfeasance, bad faith or gross negligence or as a result of the breach by the Purchaser of its obligations hereunder. Notwithstanding anything herein to the contrary, the obligations of the Seller will not be limited by any party’s knowledge, or the knowledge of any Persons claiming by, through or under such party, of any breach by the Seller of representation (b)(xii) of Section 3.1 of this Agreement. The Seller shall indemnify and hold harmless the Depositor, the Certificate Insurer, the Trust Fund and the Trustee against any documented out of pocket losses, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion by any third party that results from, a material breach of the representations and warranties set forth in [Section 3.1(xii)] of this Agreement; provided, however, indemnification shall not be available for any economic losses of the Purchaser due to reinvestment losses, loss of investment income or any other special, indirect or consequential losses.
