Common use of Indemnification With Respect to the Mortgage Loans Clause in Contracts

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. 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 '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 's willful malfeasance, bad faith or gross negligence or as a result of the breach by the Purchaser of its obligations hereunder.