Common use of Notice and Settlement of Claims Clause in Contracts

Notice and Settlement of Claims. (a) In the event that either party to this Agreement becomes aware of any material fact giving rise to any obligation of the other party under this Article XII, including, but not limited to, any claim or any litigation brought by a third party which may give rise to any such obligation, such party shall promptly, but in no event later than seven (7) Business Days, provide the other party with a notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XII, unless such failure materially prejudices the rights or increases the liability of such other party, and then, such other party's liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) The indemnifying party (the "Indemnifying Party") may, at its own cost and expense, assume defense of any claim, suit, action or proceeding, provided that the counsel is satisfactory to the indemnified party (the "Indemnified Party") in the exercise of its reasonable discretion. The party not controlling the defense or prosecution of any such claim, suit, action or proceeding may participate at its own cost and expense. (c) Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (d) Following the discharge of the Indemnifying Party's obligations under this Article XII, the Indemnified Party shall assign to the Indemnifying Party any and all related claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries the Indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser time as may be required by an Insurer or third-party claimant.

Notice and Settlement of Claims. (a) In the event that either party Each Party to this Agreement becomes aware shall promptly notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation obligations of any Party under Article 9 and, in the other party under this Article XII, including, but not limited to, case of any claim or any litigation Claim brought by a third party party, which may give rise to any such obligationobligations, such party each Party shall promptly, but in no event later than seven (7) Business Days, provide promptly notify the other Party of the making of such Claim or the commencement of such action by a third party with a notice describing the sameas and when same becomes known to it. Failure The failure to provide a notice within in such seven (7) Business Day period manner shall not relieve the Party receiving such notice of any obligation to indemnify or reimburse any other party of its obligations under this Article XII, Party hereunder unless such failure materially prejudices the rights or increases the liability of the Party receiving such other partynotice with respect to the matter as to which such notice relates, and then, then such other partyParty's liability obligation to indemnify or reimburse hereunder shall be reduced only by the amount that it actually has been damaged by such failure. (b) thereby. The indemnifying party Party (the "Indemnifying Party") may, at its own cost and expenseexpenses, assume and control defense of any claimClaim, suitincluding, action without limitation, the right to designate counsel and to control, all negotiations, litigation, settlements, compromises and appeals of any such Claim or proceeding, potential Claim; provided that the such counsel is shall be satisfactory to the indemnified party Party (the "Indemnified Party") in the exercise of its reasonable discretion. The party Party not controlling the defense or prosecution of any such claim, suit, action or proceeding Claim may participate at its own cost costs and expense. (c) . Notwithstanding the foregoing, if Purchaser is the Indemnified Party and Purchaser reasonably believes that the assumption of the defense or prosecution of all or a portion of such Claim is necessary to assure that its right or ability to enforce a material portion of its other Mortgage Loans or Servicing Rights or to assure that its method of doing business or its authority and approvals to service are not materially impaired, then, upon notice to Seller from Purchaser, Seller shall permit such assumption by Purchaser. Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claimClaim, suit, action or proceeding without the written consent of the other party (Party, which consent shall not be unreasonably withheld or delayed; provided, however, such consent shall not be required for a Claim involving less than Ten Thousand Dollars ($10,000). , unless the other Party reasonably believes that the settlement, compromise, declination to appeal or other disposition may (da) prejudice the Party in connection with other Claims or potential Claims, or (b) result in injunctive or other relief (excepting the payment of monetary damages) against the Party that could materially interfere with the business or operations of the Party. Following the discharge of the Indemnifying Party's obligations with respect to any Claim under this Article XII9, the Indemnified Party shall shall, subject to Applicable Requirements, assign to the Indemnifying Party any and all related claims Claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries received by the Indemnified Party received from third parties with respect to any claim for with respect to which the Indemnified Party was it is reimbursed for its Losses. The obligations of the Indemnifying Party under this section 9.4(a) shall include Losses for Claims that are settled (with the Indemnifying Party's prior written consent) whether or not such settlement includes any acknowledgment or admission of fault, liability or breach by the Indemnifying Party. (eb) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser time as may be required by an the applicable Investor, Insurer or third-third party claimant. As to any Claim for indemnity for which notice is given as hereinbefore provided, the corresponding obligation of indemnity shall continue to survive, subject to Section 11.4, until whichever of the following events first occurs: (1) the Indemnifying Party shall have discharged its obligation of indemnity to the Indemnified Party with respect to such claim, as required hereunder; (2) a court of competent jurisdiction shall have finally determined that the Indemnifying Party is not liable to the Indemnified Party with respect to such claim; or (3) the Indemnified Party shall have released in writing (or be held to have released) the Indemnified Party from any liability with respect to such Claim. (c) In the event that Mortgage Loans related to Servicing Rights acquired by Purchaser hereunder become subject to any Claim covered by Section 9.1, and other mortgage loans owned or serviced by the Purchaser also are subject to such Claim, then the extent of Seller's indemnification under Section 9.1 shall equal (i) the amount of any judgment or settlement attributable to Seller's actions or omissions for which Seller must indemnify Purchaser under Section 9.1, and (ii) a share of (a) the expenses and attorneys' fees incurred by the Purchaser after the relevant Transfer Date in the defense and/or settlement of any such Claim and (b) the expenses and attorneys' fees incurred by the claimants after the relevant Transfer Date that Purchaser is required to pay pursuant to the terms of any judgment or settlement. Seller's share of (a) and (b) shall be calculated by multiplying the percentage of the amount that Seller is required to pay under clause (i) of the entire judgment or settlement amount by the total amount of expenses and attorneys' fees incurred by Purchaser under clauses (ii)(a) and (ii)(b). For example, if the amount payable by Seller to the Purchaser under clause (i) above is equal to 10% of the full amount payable by Purchaser under the terms of any judgment or settlement (regardless of the percentage of Purchaser's servicing portfolio (or portion thereof) that is the subject matter of any claim or settlement that is comprised of Servicing Rights purchased from Seller), then Seller would also be responsible for 10% of the amounts under clauses (ii)(a) and (ii)(b).

Notice and Settlement of Claims. (a) In the event that either party to this Agreement becomes aware of any material fact giving rise to any obligation of the other party under this Article XIIXIII, including, but not limited to, any claim or any litigation brought by a third party which may give rise to any such obligation, such party shall promptly, but in no event later than seven (7) Business Days, provide the other party with a notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XIIXIII, unless such failure materially prejudices the rights or increases the liability of such other party, and then, such other party's ’s liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) The indemnifying party (the "“Indemnifying Party"”) may, at its own cost and expense, assume defense of any claim, suit, action or proceeding, provided that the counsel is satisfactory to the indemnified party (the "“Indemnified Party"”) in the exercise of its reasonable discretion. The party not controlling the defense or prosecution of any such claim, suit, action or proceeding may participate at its own cost and expense. (c) Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (d) Following the discharge of the Indemnifying Party's ’s obligations under this Article XIIXIII, the Indemnified Party shall assign to the Indemnifying Party any and all related claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XIIXIII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries the Indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser time as may be required by an a Trustee, Insurer or third-party claimant.

Notice and Settlement of Claims. (a) In the event that either party to this Agreement becomes aware of any material fact giving rise to any obligation of the other party under this Article XIIXIII, including, but not limited to, any claim or any litigation brought by a third party which may give rise to any such obligation, such party shall promptly, but in no event later than seven (7) Business Days, provide the other party with a notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XII, XIII unless such failure materially prejudices the rights or increases the liability of such other party, and then, such other party's ’s liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) The indemnifying party (the "“Indemnifying Party"”) may, at its own cost and expense, assume defense of any claim, suit, action or proceeding, provided that the counsel is satisfactory to the indemnified party (the "“Indemnified Party"”) in the exercise of its reasonable discretion. The party not controlling the defense or prosecution of any such claim, suit, action or proceeding may participate at its own cost and expense. (c) Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (d) Following the discharge of the Indemnifying Party's ’s obligations under this Article XII, XIII the Indemnified Party shall assign to the Indemnifying Party any and all related claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XIIXIII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries the Indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser time as may be required by an Insurer or third-party claimant.

Notice and Settlement of Claims. (a) In the event that either party to this Agreement becomes aware of any material fact giving rise to any obligation of the other party under this Article XIIX, including, but not limited to, any claim or any litigation brought by a third party which may give rise to any such obligation, such party shall promptly, but in no event later than seven (7) Business Days, provide the other party with a notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XIIX, unless such failure materially prejudices the rights or increases the liability of such other party, and then, subject to Section 10.05, such other party's ’s liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) The indemnifying party (the "“Indemnifying Party"”) may, at its own cost and expense, assume defense of any claim, suit, action or proceeding, provided that the counsel is satisfactory to the indemnified party (the "“Indemnified Party"”) in the exercise of its reasonable discretion. The party not controlling the defense or prosecution of any such claim, suit, action or proceeding may participate at its own cost and expense. (c) Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (d) Following the discharge of the Indemnifying Party's ’s obligations under this Article XIIX, the Indemnified Party shall assign to the Indemnifying Party any and all related claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XIIX, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries the Indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser time as may be required by an Investor, Insurer or third-party claimant.

Notice and Settlement of Claims. (a) In the event that either party Each Party to this Agreement becomes aware shall promptly notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation obligations of the other party Party under this Article XIIVIII and, including, but not limited to, in the case of any claim or any litigation brought by a third party which Claim that may give rise to any such obligationobligations (other than Investor requests or demands for repurchase of a Mortgage Loan, which shall be administered by the Parties in accordance with Section 8.02), and each Party shall promptly notify the other Party of the making of such party shall promptly, but in Claim as and when same becomes known to it. In no event later than seven (7) Business Days, provide shall the other party with indemnifying Party be liable for any Losses that result from a notice describing delay in the sameindemnified Party providing such notice. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XII, unless such failure materially prejudices the rights or increases the liability of such other party, and then, such other party's liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) The indemnifying party (the "Indemnifying Party") Party may, at its own cost and expense, assume and control defense of any claimClaim, suitincluding, action or proceedingwithout limitation, provided that the right to designate counsel is satisfactory and to the indemnified party (the "Indemnified Party") in the exercise of its reasonable discretion. The party not controlling the defense or prosecution control all negotiations, litigation, settlements, compromises and appeals of any such claimClaim or potential Claim. The indemnified Party shall reasonably cooperate with the indemnifying Party and its counsel, suit, action or proceeding and may participate at its own cost and expense. (c) . Neither the Indemnifying indemnifying Party nor the Indemnified indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding such Claim without the written consent of the other party (Party, which consent shall not be unreasonably withheld or delayed). (d) . Following the discharge of the Indemnifying indemnifying Party's obligations under this Article XII’s obligations, the Indemnified indemnified Party shall shall, subject to Applicable Requirements, assign to the Indemnifying indemnifying Party any and all related claims against applicable third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified indemnified Party shall refund to the Indemnifying indemnifying Party the amounts of all recoveries received by the Indemnified indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount Claim for which it is liable, or otherwise take received indemnification for all of its Losses related to such Claim from the actions which it is required to take within thirty (30) days or such lesser time as may be required by an Insurer or third-party claimantindemnifying Party under this Article VIII.

Notice and Settlement of Claims. (a) In the event that either party Each Party to this Agreement becomes aware shall promptly, but no later than thirty (30) days after it has knowledge thereof, notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation obligations of the other party another Party under this Article XIIAgreement, including, but not limited to, including any claim or any litigation brought by a third party or the commencement of any Action which may give rise to any such obligationobligations (each, such a “Claim”) provided, however, that the Indemnified Party shall only submit claims for indemnification for Losses that do not involve third party Claims, a maximum of once per calendar month and a minimum aggregate amount of $25,000. For clarity, the minimum aggregate amount of $25,000 shall promptly, but not prevent the Indemnified Party from submitting Claims prior to the end of any applicable Survival Period. The failure or delay in no event later than seven (7) Business Days, provide the other party with a providing notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party a Party obligated to provide indemnification (“Indemnifying Party”) of its obligations under this Article XII, any obligation to indemnify or reimburse a Party entitled to indemnification (“Indemnified Party”) hereunder unless such failure materially or delay prejudices the rights or increases of the liability Indemnifying Party and only to the extent of such other party, and then, such other party's liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) prejudice. The indemnifying party (the "Indemnifying Party") Party may, at its own cost and expenseexpenses, assume and control defense of any claimClaim, suitincluding the right to designate counsel and to control, action or proceedingall negotiations, provided that the counsel is satisfactory to the indemnified party (the "Indemnified Party") in the exercise of its reasonable discretion. The party not controlling the defense or prosecution litigation, settlements, compromises and appeals of any such claim, suit, action Claim or proceeding potential Claim. The Indemnified Party may participate at its own cost costs and expense. (c) expense in any such Claim. Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claimClaim, suit, action or proceeding without the written consent of the other party (Party, which consent shall not be unreasonably withheld or delayed). (d) . Following the discharge of the Indemnifying Party's ’s obligations with respect to any Claim under this Article XIIVIII, the Indemnified Party shall shall, subject to Applicable Requirements, assign to the Indemnifying Party any and all related claims Claims against third parties. With respect to any Claim, the Parties agree to: (A) keep the other Party informed of the status of such Claim and any related proceedings at all stages thereof in a commercially reasonable manner, (B) to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of such Claim, and (C) to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (1) it will use its reasonable best efforts, in respect of any Claim in which it has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. If the Indemnifying Party fails to discharge its obligations under this Article XII, notifies the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which that the Indemnifying Party otherwise would have disputes the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries the Indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnificationdescribed in such notice, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of and the Indemnified Party, and pay the amount Party will proceed in good faith to negotiate a resolution of such dispute for which it is liable, or otherwise take the actions which it is required to take within thirty a period of at least forty-five (3045) days or such lesser time as may be required by an Insurer or third-party claimantdays.

Notice and Settlement of Claims. (a) In the event that either party Each Party to this Agreement becomes aware shall notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation obligations of the other party Party under this Article XIIVI, including, but not limited to, including any claim or any litigation brought by a third party or the commencement of any Action which may give rise to any such obligationobligations (each, such party a “Claim”); provided, however, that the Indemnified Party shall promptlyonly submit claims for indemnification for Losses that do not involve a Claim, but only upon the earlier of: (i) a monthly basis, or (ii) in no event later than seven (7) Business Days, provide the other party with a aggregate amounts that equal or exceed $[***]. The failure or delay in providing notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such a Party obligated to provide indemnification (“Indemnifying Party”) of any obligation to indemnify or reimburse the other party of its obligations under this Article XII, Party (“Indemnified Party”) hereunder unless such failure or delay materially prejudices the rights or increases the liability of the Indemnifying Party with respect to the matter as to which such other partynotice relates, and then, then such other party's liability Indemnifying Party’s obligation to indemnify or reimburse hereunder shall be reduced only by the amount that it actually has been damaged by such failure. (b) thereby. The indemnifying party (the "Indemnifying Party") Party may, at its own cost and expenseexpenses, assume and control defense of any claimClaim, suitincluding the right to designate counsel and to control, action all negotiations, litigation, settlements, compromises and appeals of any such Claim or proceeding, potential Claim; provided that the such counsel is shall be reasonably satisfactory to the indemnified party (the "Indemnified Party") Party in the exercise of its reasonable discretion. Notwithstanding the foregoing, if the Purchaser is the Indemnified Party and the Purchaser reasonably believes that the assumption of the defense or prosecution of all or a portion of such Claim by the Purchaser is necessary to assure that its right or ability to enforce a material portion of its other Mortgage Loans or Servicing Rights or to assure that its method of doing business or its authority and approvals to service are not materially impaired, then, upon notice to the Seller from the Purchaser, the Seller shall permit such assumption by Purchaser. The party Party not controlling the defense or prosecution of any such claim, suit, action or proceeding Claim may participate at its own cost costs and expense. (c) . Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claimClaim, suit, action or proceeding without the written consent of the other party (Party, which consent shall not be unreasonably withheld or delayed). (d) . Following the discharge of the Indemnifying Party's ’s obligations with respect to any Claim under this Article XIIVI, the Indemnified Party shall shall, subject to Applicable Requirements, assign to the Indemnifying Party any and all related claims Claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days 15 Business Days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries received by the Indemnified Party received from third parties with respect to any claim for with respect to which the Indemnified Party was it is reimbursed for its Losses. The obligations of the Indemnifying Party under this Section 6.5 shall include Losses for Claims that are settled (with the Indemnifying Party’s prior written consent) whether or not such settlement includes any acknowledgment or admission of fault, liability or breach by the Indemnifying Party. (eb) Following the receipt of written notice from the Indemnified Party of a demand for indemnificationClaim, the Indemnifying Party shall (i) seek to cure the problem giving rise to the demand, if possible, without any actual and (ii) within 30 days or contingent liability of such lesser time as may be required by the Indemnified PartyInvestor, and Insurer or third party claimant, pay the amount for which it is liable, liable or otherwise take the actions which it is required to take within thirty take. As to any Claim for which notice is given as hereinbefore provided, the corresponding obligation of indemnity shall continue to survive, until whichever of the following events first occurs: (301) days the Indemnifying Party shall have discharged its obligation of indemnity to the Indemnified Party with respect to such claim, as required hereunder or (2) a court of competent jurisdiction shall have finally determined that the Indemnifying Party is not liable to the Indemnified Party with respect to such lesser time as may be required by an Insurer or third-party claimantclaim.

Notice and Settlement of Claims. (a) In the event that either party to this Agreement becomes aware of any material fact giving rise to any obligation of the other party under this Article XII, including, but not limited to, any claim or any litigation brought by a third party which may give rise to any such obligation, such party shall promptly, but in no event later than seven (7) Business Days[* * *], provide the other party with a notice describing the same. Failure to provide a notice within such seven (7) Business Day [* * *] period shall not relieve such other party of its obligations under this Article XII, unless such failure materially prejudices the rights or increases the liability of such other party, and then, such other party's ’s liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) The indemnifying party (the "“Indemnifying Party"”) may, at its own cost and expense, assume defense of any claim, suit, action or proceeding, provided that the counsel is satisfactory to the indemnified party (the "“Indemnified Party"”) in the exercise of its reasonable [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discretion. The party not controlling the defense or prosecution of any such claim, suit, action or proceeding may participate at its own cost and expense. (c) Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (d) Following the discharge of the Indemnifying Party's ’s obligations under this Article XII, the Indemnified Party shall assign to the Indemnifying Party any and all related claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries the Indemnified Party received from third parties with respect to any claim for which the Indemnified Party was reimbursed for its Losses. (e) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser time as may be required by an Insurer or third-party claimant.

Notice and Settlement of Claims. (a) In the event that either party Each Party to this Agreement becomes aware shall promptly notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation obligations of the other party Party under this Article XIIVI and, including, but not limited to, in the case of any claim or any litigation Claim brought by a third party party, which may give rise to any such obligationobligations, such party each Party shall promptly, but in no event later than seven (7) Business Days, provide promptly notify the other party with a notice describing Party of the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XII, unless such failure materially prejudices the rights or increases the liability making of such other party, Claim or the commencement of such action by a third party as and then, such other party's liability shall be reduced only by the amount that it actually has been damaged by such failure. (b) when same becomes known to it. The indemnifying party (the "Indemnifying “Indemnify Party"”) may, at its own cost and expense, assume and control defense of any claimthird party Claim, suitincluding, action without limitation, the right to designate counsel and to control all negotiations, litigation, settlements, compromises and appeals of any such Claim or proceeding, potential Claim; provided that the counsel is satisfactory to the indemnified party (the "“Indemnified Party"”) in the exercise of its reasonable discretion. The party Party not controlling the defense or prosecution of any such claim, suit, action or proceeding Claim may participate at its own cost costs and expense. (c) . Notwithstanding the foregoing, if Purchaser is the Indemnified Party and Purchaser reasonably believes that the assumption of the defense or prosecution of all or a portion of a third party Claim is necessary to assure that its right or ability to enforce a material portion of its other mortgage loans or servicing rights or to assure that its method of doing business or its authority and approvals to service are not materially impaired, then, upon notice to Seller from Purchaser, Seller shall permit such assumption by Purchaser, provided that Purchaser shall be solely responsible for all costs and fees related to the defense or prosecution as the case may be. However, Purchaser’s payment of such costs shall in no way limit or waive the indemnification obligations of Seller. Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claimthird party Claim, suit, action or proceeding without the written consent of the other party (Party, which consent shall not be unreasonably withheld or delayed; provided, however, such consent shall not be required for such a Claim involving less than Ten Thousand Dollars ($10,000). , unless the other Party reasonably believes that the settlement, compromise, declination to appeal or other disposition may (di) prejudice the Party in connection with other Claims or potential Claims, or (ii) result in injunctive or other relief (excepting the payment of monetary damages) against the Party that could materially interfere with the business, operations, assets, condition or prospects of the Party. Following the discharge of the Indemnifying Party's obligations under this Article XII’s obligations, the Indemnified Party shall shall, subject to Applicable Requirements, assign to the Indemnifying Party any and all related claims Claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (15) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries received by the Indemnified Party received from third parties with respect to any claim for with respect to which the Indemnified Party was it is reimbursed for its Losses. (e) . Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such lesser other time as may be required by an the applicable Investor, Insurer or third-third party claimant. As to any Claim for indemnity for which notice is given as hereinbefore provided, the corresponding obligation of indemnity shall continue to survive until whichever of the following events first occurs: (i) the Indemnifying Party shall have discharged its obligation of indemnity to the Indemnified Party with respect to such claim, as required hereunder; (ii) a court of competent jurisdiction shall have finally determined that the Indemnifying Party is not liable to the Indemnified Party with respect to such claim; or (3) the Indemnified Party shall have released in writing (or be held to have released) the Indemnified Party from any liability with respect to such claim.

Notice and Settlement of Claims. (a) In the event that either party Each Party to this Agreement becomes aware shall notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation obligations of any Party under Article X and, in the other party under this Article XII, including, but not limited to, case of any claim or any litigation Claim brought by a third party party, which may give rise to any such obligationobligations, such party and each Party shall promptly, but in no event later than seven (7) Business Days, provide notify the other Party of the making of such Claim or the commencement of such action by a third party with a as and when same becomes known to it. The failure or delay in providing notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such a Party obligated to provide indemnification (“Indemnifying Party”) of any obligation to indemnify or reimburse the other party of its obligations under this Article XII, Party (“Indemnified Party”) hereunder unless such failure or delay materially prejudices the rights or increases the liability of the Indemnifying Party with respect to the matter as to which such other partynotice relates, and then, then such other party's liability Indemnifying Party’s obligation to indemnify or reimburse hereunder shall be reduced only by the amount that it actually has been damaged by such failure. (b) thereby. The indemnifying party (the "Indemnifying Party") Party may, at its own cost and expenseexpenses, assume and control defense of any claimClaim, suitincluding the right to designate counsel and to control, action all negotiations, litigation, settlements, compromises and appeals of any such Claim or proceeding, potential Claim; provided that the such counsel is shall be reasonably satisfactory to the indemnified party (the "Indemnified Party") Party in the exercise of its reasonable discretion. Notwithstanding the foregoing, if Purchaser is the Indemnified Party and Purchaser reasonably believes that the assumption of the defense or prosecution of all or a portion of such Claim is necessary to assure that its right or ability to enforce a material portion of its other Mortgage Loans or Servicing Rights or to assure that its method of doing business or its authority and approvals to service are not materially impaired, then, upon notice to Seller from Purchaser, Seller shall permit such assumption by Purchaser. The party Party not controlling the defense or prosecution of any such claim, suit, action or proceeding Claim may participate at its own cost costs and expense. . The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment with respect to any Claim without the prior written consent of the Indemnified Party (c) Neither such consent not to be unreasonably withheld, conditioned or delayed); provided, that, the Indemnifying Party nor may settle any such Claim without the Indemnified Party’s consent if such settlement (i) does not involve any finding or admission of any violation of applicable law or any violation of the rights of the Indemnified Party; (ii) does not involve any relief for monetary Losses that would be paid by the Indemnified Party; and (iii) releases the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any claim, suit, action or proceeding without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (d) in connection with such Claim. Following the discharge of the Indemnifying Party's ’s obligations with respect to any Claim under this Article XIIX, the Indemnified Party shall shall, subject to Applicable Requirements, assign to the Indemnifying Party any and all related claims Claims against third parties. If the Indemnifying Party fails to discharge its obligations under this Article XII, the Indemnified Party shall be entitled Within thirty (but not obligated) to pursue (as the assignee of the Indemnifying Party) any and all claims against third parties which the Indemnifying Party otherwise would have the right to pursue, including, but not limited to, claims against loan correspondents. Within fifteen (1530) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries received by the Indemnified Party received from third parties with respect to any claim for with respect to which the Indemnified Party was it is reimbursed for its Losses. The obligations of the Indemnifying Party under this Section 10.4(a) shall include Losses for Claims that are settled (with the Indemnifying Party’s prior written consent) whether or not such settlement includes any acknowledgment or admission of fault, liability or breach by the Indemnifying Party. (eb) Following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall (i) seek to cure the problem giving rise to the demand, if possible, without any actual or contingent liability of the Indemnified Party, and pay the amount for which it is liable, or otherwise take the actions which it is required to take (ii) within thirty (30) days or such lesser time as may be required by an Investor, Insurer or third-third party claimant, pay the amount for which it is liable or otherwise take the actions which it is required to take. As to any Claim for indemnity for which notice is given as hereinbefore provided, the corresponding obligation of indemnity shall continue to survive, subject to Section 12.4, until whichever of the following events first occurs: (A) the Indemnifying Party shall have discharged its obligation of indemnity to the Indemnified Party with respect to such Claim, as required hereunder; (B) a court of competent jurisdiction shall have finally determined that the Indemnifying Party is not liable to the Indemnified Party with respect to such Claim; or (C) the Indemnified Party shall have released in writing (or be held to have released) the Indemnifying Party from any liability with respect to such Claim. (c) The indemnification provided by Seller and Purchaser hereunder shall be with respect to Losses involving third parties and Losses involving the indemnified party. (d) Following the discharge of the Indemnifying Party’s obligations with respect to any Claim under this Article X, the Indemnified Party shall, subject to Applicable Requirements, assign to the Indemnifying Party any related Claims against third parties. Within thirty (30) days after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries received by the Indemnified Party with respect to any Claim with respect to which it is reimbursed for Losses.