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 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 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 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 Subsection 8.8(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 (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 8.8(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 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 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 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 incurred.Purchaser of the securities sold in any such registration. 19

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 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 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 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 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 Section 5.3(h)(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(h)(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 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 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 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 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 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 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: (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 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 5.9(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 5.9(b) in its capacity as a seller of Registrable Securities shall not exceed the greater of (i) the amount of net proceeds to such expenses are incurredPurchaser of the securities sold in any such registration and (ii) the purchase price of the Shares paid by such Purchaser.

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 Subsection 11.12(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 11.12(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(h)(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(h)(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 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.

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