Common use of Indemnifxxxxxxn and Contribution Clause in Contracts

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Seller. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx rxxxxxxive Affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin Affxxxxxx within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment ox xxxx amendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd Affxxxxxxs and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx Affilxxxxx or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx rexxxxxxve Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd xxxxxxt and former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx xxx xxch loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxxofxxxxx, xxployeeemployee, agent or controlling person of the Seller. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates rxxxxxxive affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin affxxxxxx within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus or any omission or alleged omission to state in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd affxxxxxxs and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, (i) any breach of the representation and warranty set forth in Section 2(vii) below or (ii) any untrue statement or alleged untrue statement or omission or alleged omission set forth made in or omitted from reliance upon and in conformity with the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx affilxxxxx or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Sellerrexxxxxxve affiliates. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx xxxxxctive Affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin Axxxxxxte within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment xx xxch amendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd Axxxxxxtes and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx Affxxxxxxs or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx xxxxxxtive Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd itx xxxxent and former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx thax xxx such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxxxxxxxxr, xxployeeemployee, agent or controlling person of the Seller. As used herein:

Indemnifxxxxxxn and Contribution. (a) ______The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates rxxxxxxive affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who Exh. 13-1 controls the Depositor, Morgan, the Underwriter[s]] , the Initial Purchaser[s] or such Affilixxx xxthin afxxxxxxe within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus or any omission or alleged omission to state in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd affxxxxxxs and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth made in or omitted from reliance upon and in conformity with the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx affilxxxxx or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Sellerrexxxxxxve affiliates. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates rxxxxxxive affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin affxxxxxx within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus or any omission or alleged omission to state in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd affxxxxxxs and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth made in or omitted from reliance upon and in conformity with the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx affilxxxxx or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Sellerrexxxxxxve affiliates. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx affilixxx xxthin the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus or any omission or alleged omission to state in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx affilixxxx xnd each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, (i) any breach of the representation and warranty set forth in Section 2(vii) below or (ii) any untrue statement or alleged untrue statement or omission or alleged omission set forth made in or omitted from reliance upon and in conformity with the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx affiliatxx xx any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Selleraffiliates. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates respective affiliates and their respective txxxx xespective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin affiliates within the meaning of either xx xxther Section 15 of the Exh. 3-1 Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement Supplement, Free Writing Prospectus or in the Offering Circular ABS Informational and Computational Materials or any omission or alleged omission to state in the Prospectus Supplement Supplement, Free Writing Prospectus or in the Offering Circular ABS Informational and Computational Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement Supplement, Free Writing Prospectus or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement ABS Informational and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) Computational Materials and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd affiliates and each such officeroffixxx, directorxirector, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, (i) any breach of the representation and warranty set forth in Section 2(vii) below or (ii) any untrue statement or alleged untrue statement or omission or alleged omission set forth made in or omitted from reliance upon and in conformity with the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx affiliates or any such directordirectox, officerxxxicer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Sellerrespective affiliates. As used herein:

Indemnifxxxxxxn and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their respxxxxxx Affiliates xxxxxctive affiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxx xxthin axxxxxxte within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus or any omission or alleged omission to state in the Prospectus Supplement or Supplement, the Offering Circular Circular, the ABS Informational and Computational Materials or in the Free Writing Prospectus a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice of sxxx xxendment or supplement and Seller if afforded no fewer than five (5) Business Days to review and, if required, update, the Seller Information stated therein) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Affilixxxx xnd axxxxxxtes and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, (i) any breach of the representation and warranty set forth in Section 2(vii) below or (ii) any untrue statement or alleged untrue statement or omission or alleged omission set forth made in or omitted from reliance upon and in conformity with the Seller Information. The foregoing indemnity agreement is in addition to any liability which Seller may otherwise have to the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] their Affiliatxx xx affxxxxxxs or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their respexxxxx Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and its prexxxx xnd former directors, officers, employees and agents and each person, if any, who controls the Seller within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or the Offering Circular or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the Prospectus Supplement or the Offering Circular and agrees to reimburse the Seller and each such officer, director, employee, agent and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Morgan shall be liable in any such case only to the extent that any xxxx loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission set forth in or omitted from the information set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either Prospectus Supplement or the Offering Circular other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular or any amendment of or supplement to either that is derived from loan-level information provided by the Seller to the Purchaser, the Depositor or any of their Affiliates. The foregoing indemnity agreement is in addition to any liability which Morgan may otherwise have to the Seller or any such director, officxx, xxployee, agent or controlling person of the Sellerxxxxxxtive affiliates. As used herein: