Common use of Indemnxxxxxxion and Contribution Clause in Contracts

Indemnxxxxxxion and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their 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 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 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 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 Affxxxxxxs or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their xxxxxxtive Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and 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 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, xxxxxxr, employee, agent or controlling person of the Seller. As used herein:

Indemnxxxxxxion and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their xxxxxctive 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 Axxxxxxte xxxxxxate 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 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) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Axxxxxxtes 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 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 Affxxxxxxs affxxxxxxs or any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their xxxxxxtive Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and 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 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, xxxxxxr, employee, agent or controlling person of the Selleraffiliates. As used herein:

Indemnxxxxxxion and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their xxxxxctive Affiliates respective affiliates and their respective xxxxxctive present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[sEXH. 3-1 Underwrxxxx[x] or such Axxxxxxte affiliates 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 in the Offering Circular Comp Materials or any omission or alleged omission to state in the Prospectus Supplement or in the Offering Circular Comp 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 or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice 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) Comp Materials and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Axxxxxxtes affiliates and each such officer, directorxxxxxtor, 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 Affxxxxxxs affiliates or any such director, officeroxxxxxx, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their xxxxxxtive Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and 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 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, xxxxxxr, employee, agent or controlling person of the Sellerrespective affiliates. As used herein:

Indemnxxxxxxion and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their xxxxxctive Affiliates rexxxxxxve 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 Axxxxxxte 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 Material 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 Material 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 Material or the Offering Circular (provided that Morgan has provided the Seller with reasonable advanced notice 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) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Axxxxxxtes affixxxxxx 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 Affxxxxxxs or affilixxxx xr any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their xxxxxxtive Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and 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 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, xxxxxxr, employee, agent or controlling person of the Sellerresxxxxxxe affiliates. As used herein:

Indemnxxxxxxion and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s]Underwriter, the Initial Purchaser[s] Purchaser and their xxxxxctive Affiliates respectxxx Xxfiliates and their respective present and former directors, officers, employees and agents and each person, if any, who controls the Depositor, Morgan, the Underwriter[s]Underwriter, the Initial Purchaser[s] Purchaser or such Axxxxxxte within Affiliatex xxxxin 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 material non-compliance with the requirements of Regulation AB Items 1108, 1110, 1111 (it being understood that no representation is made by Seller with respect to information regarding the mortgage loans as aggregated by the Depositor), 1117 or 1119, or 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 Term Sheet or any omission or alleged omission to state in the Prospectus Supplement or the Offering Circular Term Sheet 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 Term Sheet (provided that Morgan has provided the Seller with reasonable advanced notice xx xxch 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]Underwriter, the Initial Purchaser[s] Purchaser or such Axxxxxxtes and Affiliatex xxx 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]Underwriter, the Initial Purchaser[s] Purchaser their Affxxxxxxs or any Affiliates xx xxx such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s]Underwriter, the Initial Purchaser[s] Purchaser or their xxxxxxtive Affiliatesrespectixx Xxxiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and itx xxxxent its 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 Term Sheet or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in the Prospectus Supplement or the Offering Circular therein 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 Term Sheet, or arise out of or are based in whole or in part upon any material non-compliance with the requirements of Regulation AB (17 CFR 229.1100 et seq.), and agrees to Morgan shall in each case reimburse the Seller and each such officeroffxxxx, 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 thax that xxx such 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 Term Sheet or any amendment of or supplement to either the Prospectus Supplement or the Offering Circular Term Sheet other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in the Prospectus Supplement or the Offering Circular Term Sheet 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, xxxxxxrofxxxxx, employee, agent or controlling person of the Seller. As used herein:

Indemnxxxxxxion and Contribution. (a) The Seller agrees to indemnify and hold harmless the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] and their xxxxxctive Affiliates rexxxxxxve 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 Axxxxxxte affixxxxx 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 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) Free Writing Prospectus and agrees to reimburse the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or such Axxxxxxtes affixxxxxx 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 Affxxxxxxs or affilixxxx xr any such director, officer, employee, agent or controlling person of the Depositor, Morgan, the Underwriter[s], the Initial Purchaser[s] or their xxxxxxtive Affiliates. (b) Morgan agrees to indemnify and hold harmless the Seller and 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 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, xxxxxxr, employee, agent or controlling person of the Sellerresxxxxxxe affiliates. As used herein: