Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state 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, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

Purchaser Indemnification. The In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defend, protect, indemnify and hold harmless Seller the Company and all of its officers, directors, officersemployees and agents (including, partners without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all actions, causes of action, suits, ----------- claims, losses, claims, damagescosts, penalties, finesfees, forfeitures or liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which Seller indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them as a result ----------- of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreement, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any liability if such directorliability is caused solely by such ---------- Company Indemnitee's fraud, officer, partner willful misconduct or controlling Person may become subject, gross negligence or default or breach under the Securities Act, the Exchange Act or otherwise, to this Agreement. To the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state 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, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided foregoing undertaking by the Purchaser set forth in may be unenforceable for any offering document prepared in connection with any Reconstitutionreason, and the Purchaser shall in make the maximum contribution to the payment and satisfaction of each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredof the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. The In addition to damages for which ------------------------- Purchaser may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 10.4 - "Indemnification Procedure", below, Purchaser shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, including appeal proceedings) (collectively, "Damages"), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Purchaser's conduct under this Agreement and any other applicable agreements; (ii) Purchaser's breach of this Agreement; (iii) Purchaser's failure to comply with applicable laws and regulations; or (iv) Purchaser's relations with anyone else, particularly regarding statements, representations or warranties made by Purchaser not expressly authorized in writing by the Company hereunder. Furthermore, Purchaser shall indemnify and hold the Company harmless Seller from and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damagescosts, penaltiesdamages and liabilities whatsoever asserted by any employee, finesagent, forfeitures or liabilities representative of Purchaser under any applicable termination, labor, social security or other similar laws and regulations. Purchaser shall not be obliged to which Seller or indemnify the Company from any such directorliability, officerloss, partner damage, cost or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwiseexpense, to the extent that such lossesliability, claimsloss, damagesdamage, penalties, fines, forfeitures cost or liabilities (expense was caused by any intentional or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state 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, but only to the extent that such untrue statement or alleged untrue statement grossly negligent act or omission or alleged omission relates to information set forth misrepresentation, or by breach of obligations specified in any information provided this Agreement by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredCompany.

Purchaser Indemnification. The Purchaser shall Seller and Owner jointly and severally hereby agree to indemnify and defend and hold harmless Seller Purchaser and its Affiliates and each of their respective directors, officers, partners employees, managers, members and each Personagents and their successors and assigns (collectively, if any, that controls Seller, within the meaning “Purchaser Indemnified Persons”) against and in respect of either the Securities Act or the Exchange Act, against any and all lossesinjuries, charges, claims, demands, damages, assessments, expenditures, penalties, fines, forfeitures costs, liabilities, obligations, debts, taxes, liens, Losses, and expenses, including, but not limited to, reasonable attorneys’ fees, incurred, suffered, sustained or liabilities required to which be paid by a Purchaser Indemnified Person relating to or resulting or arising from or incurred in connection with: (a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by Seller or Owner in this Agreement or any Transaction Document; (b) Any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of the Seller or Owner made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents; (c) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any of Seller, Seller’s Employees, or Owner prior to the Closing; (d) any amounts provided for hereunder that the Seller or Owner are obligated to pay, satisfy or discharge, including, without limitation, the Pre-Closing Liabilities, the Excluded Liabilities, and any other amounts provided for in Section 2.5 above; (e) any claim for payment of fees and/or expenses as a broker or finder in connection with the transactions contemplated herein and based upon any agreement between the claimant and Seller or any such director, officer, partner or controlling Person may become subject, of the Owner; (f) any amounts due and owing under any PPP Loans; (g) any Taxes that are the Securities Act, the Exchange Act or otherwise, responsibility of Seller and/or Owner pursuant to the extent that such losses, claims, damages, penalties, fines, forfeitures terms hereof; (h) the failure of Seller or liabilities (or actions Owner to comply with any bulk sales law and other similar laws in any applicable jurisdiction in respect thereof) arise out of the servicing transactions contemplated in this Agreement; or (i) any Legal Proceeding incident to any of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state 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, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredforegoing.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all claims, losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth the Company in an instrument or other written communication duly executed by such Purchaser and stated to be specifically for use therein, or (B) any information provided violation by the such Purchaser set forth in any offering document prepared in connection with the disposition of such Purchaser’s Registrable Securities, of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall in each case case, such Purchaser will reimburse Seller the Company, each other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.

Purchaser Indemnification. The Purchaser shall will, if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in any information provided the Company by an instrument duly executed by the Purchaser set forth in and stated to be specifically for use therein, or (B) any offering document prepared in connection with violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to the Purchaser, and in each case, the Purchaser shall in will reimburse the Company, each case reimburse Seller other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 5.3(i)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 5.3(i)(ii) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to the Purchaser of the securities sold in any such expenses are incurredregistration.

Purchaser Indemnification. The Each Purchaser shall agrees severally, and not jointly with any other Purchasers, to indemnify the Company and hold harmless Seller each of its Affiliates, and its each of their respective partners, controlling persons, directors, officers, partners trustees, employees, Advisors and agents (each Personsuch person being called an “Issuer Indemnitee”) against, if anyand to hold each Issuer Indemnitee harmless from, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages (other than special, indirect, consequential or punitive damages), liabilities, penalties, finesjudgments, forfeitures suits and related reasonable out-of-pocket expenses, including reasonable counsel fees, charges and disbursements, incurred by or liabilities asserted against any Issuer Indemnitee arising out of, in any way connected with, or as a result of (i) any material breach of the representations, warranties, covenants or agreements of such Purchaser set forth herein, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to which Seller any such breach, whether based on contract, tort or any other theory; provided that such directorindemnity shall not, officeras to any Issuer Indemnitee, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, be available to the extent that such losses, claims, damages, liabilities, penalties, finesjudgments, forfeitures suits or liabilities related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted (x) from a breach by the Company or actions in respect thereofsuch Issuer Indemnitee of its obligations under the Financing Documents, or (y) arise out primarily from the gross negligence or willful misconduct of the servicing of Company or such Issuer Indemnitee or its agents or representatives. No Issuer Indemnitee referred to in this paragraph (c) shall be liable for any damages arising from the Mortgage Loans use by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement unintended recipients of any material fact contained in any offering document prepared information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with any Reconstitution this Agreement or any amendment the other Financing Documents or supplement thereto, the transactions contemplated hereby or arise out of or are based upon the omission or alleged omission to state 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, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredthereby.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, each of its officers and directors and each person controlling such holder within the Exchange meaning of Section 15 of the Securities Act or otherwise(“Company Indemnified Parties”), to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (i) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein, or (ii) any information provided violation by such Purchaser of the Purchaser set forth in Securities Act, the Exchange Act, state securities laws or any offering document prepared in connection with any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall and, in each case case, such Purchaser will reimburse Seller and each such director, officer, partner or controlling Person the Company Indemnified Parties for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided that the indemnity agreement contained in this Section ‎14.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser. The liability of any Purchaser for indemnification under this Section ‎14.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.

Purchaser Indemnification. The Purchaser shall indemnify From and after the Closing, the Purchasers shall, on a several but not joint basis, indemnify, defend and hold harmless Seller the Company and its Subsidiaries (and the officers, directors, officersemployees, partners partners, members and Affiliates of each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans foregoing) from and against all Damages incurred or suffered by a successor servicer, such Persons: (a) caused by or arising out of or are based upon resulting from any untrue statement or alleged untrue statement Purchaser's breach of any material fact of its covenants or agreements contained in any offering document prepared in connection with any Reconstitution Article IX; or (b) caused by or any amendment or supplement thereto, or arise arising out of or resulting from any breach of any representation or warranty made by a Purchaser contained in Article VIII of this Agreement, as of the Closing Date, as if made on such date, except for any representation and warranty which speaks as of a particular date, in which case, as of such particular date, or in the certificate delivered by such Purchaser at Closing pursuant to Section 5.3; even if such Damages are based upon caused in whole or in part by the omission negligence (whether sole, joint, or alleged omission to state therein a material fact concurrent), strict liability, or other legal fault of any Indemnified Person, but excepting in each case Damages against which the Company would be required to be stated therein indemnify a Purchaser (or necessary to make related Indemnified Person) under Section 11.2(b) at the statements therein, in light of time the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided claim notice is presented by the Purchaser set forth in Company. "Damages" for purposes of this Article XI, means the amount of any offering document prepared in connection with liability, loss (including diminution of value), cost, expense, claim, award, or judgment incurred or suffered by any ReconstitutionIndemnified Person arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts or otherwise including reasonable fees and expenses of attorneys, consultants, accountants, or other agents and experts reasonably incident to matters indemnified against, and the Purchaser shall in each case reimburse Seller and each costs of investigation and/or monitoring of such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Sellermatters, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredthe costs of enforcement of the indemnity.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in the Company by such Purchaser specifically for use therein, or (B) any information provided violation by such Purchaser of the Purchaser set forth in Securities Act, the Exchange Act, state securities laws or any offering document prepared in connection with any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall in each case case, such Purchaser will reimburse Seller the Company, each other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Subsection 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein, or (B) any information provided violation by such Purchaser of the Purchaser set forth in Securities Act, the Exchange Act, state securities laws or any offering document prepared in connection with any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall in each case case, such Purchaser will reimburse Seller the Company, each other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Section 13.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser. The liability of any Purchaser for indemnification under this Section 13.8(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.

Purchaser Indemnification. The Purchaser shall will indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and any holders of the Company’s securities covered by a Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in any information provided the Company by an instrument duly executed by the Purchaser set forth in and stated to be specifically for use therein, or (B) any offering document prepared in connection with violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to the Purchaser, and in each case, the Purchaser shall in will reimburse the Company, each case reimburse Seller other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 9.07(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of the Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of the Purchaser for indemnification under this Subsection 9.07(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to the Purchaser of the securities sold in any such expenses are incurredregistration.

Purchaser Indemnification. The Purchaser shall indemnify From and after the Closing, the Purchasers shall, on a several but not joint basis, indemnify, defend and hold harmless Seller the Company and its Subsidiaries (and the officers, directors, officersemployees, partners partners, members and Affiliates of each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans foregoing) from and against all Damages incurred or suffered by a successor servicer, such Persons: (a) caused by or arising out of or are based upon resulting from any untrue statement or alleged untrue statement Purchaser’s breach of any material fact of its covenants or agreements contained in any offering document prepared in connection with any Reconstitution Article IX; or (b) caused by or any amendment or supplement thereto, or arise arising out of or resulting from any breach of any representation or warranty made by a Purchaser contained in Article VIII of this Agreement, as of the Closing Date, as if made on such date, except for any representation and warranty which speaks as of a particular date, in which case, as of such particular date, or in the certificate delivered by such Purchaser at Closing pursuant to Section 5.3; even if such Damages are based upon caused in whole or in part by the omission negligence (whether sole, joint, or alleged omission to state therein a material fact concurrent), strict liability, or other legal fault of any Indemnified Person, but excepting in each case Damages against which the Company would be required to be stated therein indemnify a Purchaser (or necessary to make related Indemnified Person) under Section 11.2(b) at the statements therein, in light of time the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided claim notice is presented by the Purchaser set forth in Company. “Damages” for purposes of this Article XI, means the amount of any offering document prepared in connection with liability, loss (including diminution of value), cost, expense, claim, award, or judgment incurred or suffered by any ReconstitutionIndemnified Person arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts or otherwise including reasonable fees and expenses of attorneys, consultants, accountants, or other agents and experts reasonably incident to matters indemnified against, and the Purchaser shall in each case reimburse Seller and each costs of investigation and/or monitoring of such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Sellermatters, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredthe costs of enforcement of the indemnity.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, the Exchange Act or otherwiseagainst all claims, to the extent that such losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in any information provided the Company by an instrument duly executed by the Purchaser set forth in and stated to be specifically for use therein, or (B) any offering document prepared in connection with violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to the Purchaser, and in each case, the Purchaser shall in will reimburse the Company, each case reimburse Seller other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Subsection 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to the Purchaser of the securities sold in any such expenses are incurredregistration.

Purchaser Indemnification. The Purchaser shall will, if Registrable Securities issued to or derived from or representing securities issued to the Purchaser pursuant to this Agreement are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in any information provided the Company by an instrument duly executed by the Purchaser set forth in and stated to be specifically for use therein, or (B) any offering document prepared in connection with violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to the Purchaser, and in each case, the Purchaser shall in will reimburse the Company, each case reimburse Seller other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of the Purchaser for indemnification under this Subsection 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to the Purchaser of the securities sold in any such expenses are incurredregistration.

Purchaser Indemnification. The Purchaser shall Subject to the last proviso in this Section 8.2(c), each Purchaser, severally and not jointly, agrees to indemnify and hold harmless Seller and its directors, officers, partners the Company (and each Person, if any, that who controls Seller, the Company within the meaning of either Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any Losses to which the Company (or any such officer, director or controlling Person) may become subject (under the Securities Act or the Exchange Actotherwise), against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any insofar as such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities Losses (or actions or proceedings in respect thereof) arise directly out of the servicing of the Mortgage Loans by a successor servicerof, out of or are based upon primarily upon: (i) the material breach by such Purchaser of its covenants and agreements contained in Section 8.1(c) hereof respecting the sale of Registrable Securities; or (ii) any untrue statement Untrue Statement contained in the Registration Statement on or alleged untrue statement after the effective date thereof, or in any prospectus supplement as of its issue date or date of any material fact contained sale by such Purchaser thereunder, if such Untrue Statement was made in any offering document prepared reliance upon and in connection conformity with any Reconstitution information furnished by or any amendment on behalf of such Purchaser in writing specifically for inclusion in the Registration Statement. In such event, such Purchaser will reimburse the Company (or supplement thereto, or arise out of or are based upon the omission or alleged omission to state 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, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner director or controlling Person Person), as the case may be, for any Losses constituting legal or other expenses reasonably incurred by Sellerin investigating, and each defending or preparing to defend any such directoraction, officer proceeding or controlling Personclaim relating to such Losses; provided, however, that notwithstanding the foregoing or anything to the contrary contained in this Agreement, in connection with investigating no event shall any Purchaser be liable for or defending obligated to pay an amount of Losses (including the amount of any legal or other expenses reimbursed as provided in this sentence) in excess of the net amount of cash proceeds received by such lossPurchaser from the sale of Registrable Securities under the Registration Statement. Notwithstanding the foregoing or anything to the contrary herein, claimin no event shall any Purchaser be liable for Losses arising from or relating to the material breach or Untrue Statement of or regarding any other Purchaser or if such Purchaser provided corrected information to the Company on a timely basis and the Company did not timely reflect such corrected information in the Registration Statement, damage, liability, penalties, fines, forfeitures the related prospectus or action, as such expenses are incurredan amendment or supplement thereto.

Purchaser Indemnification. The In consideration of the Company’s execution and delivery of this Agreement and issuing the Shares hereunder and in addition to all of Purchaser’s other obligations under the Agreement, Purchaser shall defend, protect, indemnify and hold harmless Seller the Company and all of its directorspartners, officers, partners directors, employees, members and each direct and indirect investors and any of the foregoing Person’s agents or other representatives (including, if anywithout limitation, that controls Sellerthose retained in connection with the transactions contemplated by this Agreement) (collectively, within the meaning of either the Securities Act or the Exchange Act, “Company Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, damageslosses, costs, penalties, finesfees, forfeitures or liabilities to which Seller or and damages, and expenses in connection therewith (irrespective of whether any such directorCompany Indemnitee is a party to the action for which indemnification hereunder is sought), officerand including reasonable attorney’s fees and disbursements (the “Company Indemnified Liabilities”), partner or controlling Person may become subject, under incurred by any Company Indemnitee relating to violations of the Securities Act, as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by Purchaser in the Exchange Act Agreement or otherwiseany other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Purchaser contained in the Agreement or any other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising out of such Company Indemnitee’s gross negligence or willful misconduct and Purchaser shall only be required to make indemnification to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing aggregate dollar amount of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state 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, but only to Purchaser’s Purchase Price. To the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in the foregoing undertaking by Purchaser may be unenforceable for any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitutionreason, and the Purchaser shall in make the maximum contribution to the payment and satisfaction of each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurredof the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, the Exchange Act or otherwise, to the extent that such lossesagainst all expenses, claims, damageslosses, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out ), including any of the servicing foregoing incurred in settlement of the Mortgage Loans by a successor servicerany litigation, commenced or threatened, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Resale Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, incident to any such Resale Registration Statement, or arise out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein ,in light of the circumstances in which they were made, not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Resale Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in any information provided the Company by an instrument duly executed by the Purchaser set forth in and stated to be specifically for use therein, or (B) any offering document prepared in connection with violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to the Purchaser, and in each case, the Purchaser shall in will reimburse the Company, each case reimburse Seller other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other documented expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, claim, damage, liability, penalties, fines, forfeitures liability or action; provided, as such expenses are incurred.that the indemnity

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that Person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each Person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein; or (B) any information provided violation by such Purchaser of the Purchaser set forth in Securities Act, the Exchange Act, state securities laws or any offering document prepared in connection with any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall in each case case, such Purchaser will reimburse Seller the Company, each other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Section 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liabilityliability or action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld, penalties, fines, forfeitures conditioned or action, delayed). The liability of any Purchaser for indemnification under this Section 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the Exchange Act or otherwisemeaning of Section 15 of the Securities Act, to the extent that such against all claims, losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein; or (B) any information provided violation by such Purchaser of the Purchaser set forth in Securities Act, the Exchange Act, state securities laws or any offering document prepared in connection with any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall in each case case, such Purchaser will reimburse Seller the Company, each other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Section 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liabilityliability or action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld, penalties, fines, forfeitures conditioned or action, delayed). The liability of any Purchaser for indemnification under this Section 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.

Purchaser Indemnification. The Each Purchaser shall holding Registrable Securities will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and hold harmless Seller and its directors, officers, partners and other holders of the Company’s securities covered by such Registration Statement, each Person, if any, that person who controls Seller, the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all claims, losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or damages and liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, arising out of or are based upon on: (A) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such Registration Statement, prospectus, offering document prepared in connection with any Reconstitution circular or other document, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state 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, therein not misleading, but to the extent, and only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission relates omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to information set forth in the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein, or (B) any information provided violation by the Purchaser set forth in any offering document prepared such Purchaser, in connection with the disposition of such Purchaser’s Registrable Securities, of the Securities Act, the Exchange Act, state securities laws or any Reconstitutionrule or regulation promulgated under such laws applicable to such Purchaser, and the Purchaser shall in each case case, such Purchaser will reimburse Seller the Company, each other holder, and each such directordirectors, officerofficers, partner persons, underwriters or controlling Person control persons of the Company and the other holders for any legal or any other expenses reasonably incurred by Sellerincurred, and each as such director, officer or controlling Personexpenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, penalties, fines, forfeitures liability or action, action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration.