source:
  type: guide
  id: fnma-sel-a2-1-03
  authority: Fannie Mae Selling Guide A2-1-03 — Indemnification for Losses
  description: Fannie Mae Selling Guide A2-1-03 — Indemnification for Losses.
  coverage_tier: operative
obligations:
- id: fnma-sel-a2-1-03-full
  canonical_id: fnma-sel-a2-1-03-full
  section: Fannie Mae Selling Guide A2-1-03 — Indemnification for Losses
  type: do
  tags:
  - regulator-direct
  - fnma
  - selling-guide
  - corpus-expansion
  - tier-operative
  primary_source:
    tier: 1
    authority: Fannie Mae Selling Guide A2-1-03 — Indemnification for Losses
    source_class: fnma-guide
    source_url: https://singlefamily.fanniemae.com/media/document/pdf/selling-guide
    snapshot_id: 5f7b8b79da595d76
    fetched_at: '2026-05-25T14:09:57Z'
    content_hash: sha256:98cf85a02861bbe84914a0e339b327c8fc131869a8a573882007bbeea60c5701
    paragraph_quote: 'A2-1-03, Indemniﬁcation for Losses (10/06/2021) Introduction
      This topic contains information on indemniﬁcation for losses, including: General
      Requirements Application After Enforcement Relief Indemniﬁcation Process Published
      May 6, 2026 9 General Requirements The responsible party must indemnify and
      hold Fannie Mae (including its successors and assigns and its employees, oﬃcers,
      and directors individually when they are acting in their corporate capacity)
      harmless against all losses, damages, penalties, settlements, liabilities, judgments,
      claims, counterclaims, defenses, actions, costs, expenses, attorneys’ fees,
      and other legal fees (collectively, “Fannie Mae losses” or “losses incurred
      by Fannie Mae”), that are based on, or result or arise from, the events described
      below. If the responsible party is responsible for selling representations,
      warranties and other obligations: If the responsible party is responsible for
      servicing obligations and liabilities: • the breach or alleged breach of selling
      representations, warranties, or obligations; • the failure or alleged failure
      to satisfy the servicing duties and responsibilities for loans or MBS pools
      serviced for Fannie Mae; and • origination, delivering, selling, or trading
      activities related to Fannie Mae-owned or Fannie Mae- securitized mortgage loans;
      • the breach or alleged breach of securities disclosure or settlement requirements;
      • A breach or alleged breach of obligations owed to the borrower by the manufacturer
      of the manufactured home or by any party that sells the manufactured home to
      the borrower, delivers it to the site, or installs it at the site: and • any
      third-party claim relating to any breach or alleged breach described above;
      and If the responsible party is a licensee of any Fannie Mae technology pursuant
      to the Software Subscription Agreement: Published May 6, 2026 10 If the responsible
      party is responsible for selling representations, warranties and other obligations:
      If the responsible party is responsible for servicing obligations and liabilities:
      • any third-party claim relating to: ⚬ any breach, act or omission of any license
      of Fannie Mae technology (and the licensee’s authorized users) in connection
      with the Software Subscription Agreement or materials licensed pursuant to the
      Software Subscription Agreement (except to the extent that Fannie Mae or its
      third-party licensors caused such Fannie Mae Losses). See the Software Subscription
      Agreement General Terms and Conditions contained in the Consolidated Technology
      Guide. ⚬ any software, information or data provided by or on behalf of a licensee
      of Fannie Mae technology; ⚬ a licensee’s use of the Licensed Materials in conjunction
      with any third-party system; or ⚬ allegations that licensee (or any person or
      entity that gains access to the licensed application through licensee or pursuant
      to the Software Subscription Agreement) has transmitted material that is defamatory
      or violates any right of a third party. Fannie Mae losses include losses related
      to the loans and the servicing of them prior to their delivery to Fannie Mae.
      The requirements described above ✔ The indemnities set forth above... Apply
      regardless of whether • Fannie Mae is a party to the lawsuit or other proceeding;
      or • the claim, suit or proceeding has merit. Are not limited to Fannie Mae
      Losses related to claims by or against third parties and include Fannie Mae
      Losses related to claims between Fannie Mae and the indemnifying party (sometimes
      known as indemniﬁcation of ﬁrst-party or intra-party claims or losses), with
      the following exception: the indemnities set forth above that are related to
      Fannie Mae technology are limited to Fannie Mae Losses related to claims by
      or against third parties. Do not include Fannie Mae Losses resulting solely
      from the indemnifying party following the written instructions of Fannie Mae
      relating to a claim, suit, or proceeding. Published May 6, 2026 11 ✔ The indemnities
      set forth above... Do not modify or otherwise aﬀect Fannie Mae’s right to manage
      its defense for any claim, suit, or proceeding in accordance with its own judgment.
      • If Fannie Mae chooses its own counsel, the indemnifying party will still be
      obligated to the full extent of the indemnities set forth above, including paying
      the attorney’s fees and costs of counsel selected by Fannie Mae. • If Fannie
      Mae decides that its interests and the indemnifying party’s coincide, Fannie
      Mae may decide to cooperate with the indemnifying party in a joint defense.
      Application After Enforcement Relief If the loan with the breach or alleged
      breach has achieved enforcement relief, then the obligation to indemnify Fannie
      Mae is limited to Fannie Mae Losses that are based on or related to: claims
      by or against third parties; life-of-loan representations and warranties as
      described in A2-2-07, Life-of-Loan Representations and Warranties; and representations,
      warranties and obligations outside Subparts B1 through B5 of the Selling Guide.
      Indemniﬁcation Process The table below describes the process applicable to a
      responsible party’s indemniﬁcation obligations, whether incurred under this
      topic or pursuant to an indemniﬁcation obligation included in any other portion
      of the Lender Contract. Unless otherwise expressly provided in the Lender Contract
      Fannie Mae will determine without regard to “materiality” or similar limitations
      if there are any Fannie Mae Losses and the amount of all Fannie Mae Losses;
      and The responsible party may not dispute the selling price Fannie Mae receives
      for any foreclosed property. All payments for indemniﬁcation are due within
      60 days after written demand or if appealed, within 15 days after an appeal
      is denied. Fannie Mae may oﬀset the amount of any unpaid indemniﬁcation payment
      due from an indemnifying party against amounts Fannie Mae owes to the indemnifying
      party. The responsible party must pay for all Fannie Mae Losses for which Fannie
      Mae bills the responsible party (without regard to any mortgage insurance claim
      or payment). Unless otherwise provided in the separate agreement, the responsible
      party’s obligations under any indemniﬁcation provisions contained in a separate
      agreement signed by responsible party are eﬀective as of the date on which the
      responsible party and Fannie Mae sign the separate agreement; if with respect
      to a loan, continue in full force and eﬀect until such loan covered by the indemniﬁcation
      Published May 6, 2026 12 provisions has been paid in full or otherwise satisﬁed
      and the indemniﬁcation obligations have been performed in full; and if with
      respect to a product, service or technology, survive the termination of such
      separate agreement. General Terms and Conditions Applicable to Indemniﬁcation
      Agreements Topic Unless otherwise provided in the separate agreement, by entering
      into a separate indemniﬁcation agreement in lieu of immediate repurchase No
      Waiver of right and remedies • Fannie Mae is not waiving any rights or remedies
      that Fannie Mae now has or may have in the future, except for postponing immediately
      exercising the remedies Fannie Mae has because of the breach described in the
      separate indemniﬁcation agreement; • Fannie Mae reserves all other rights and
      remedies under the Lender Contract, at law, or in equity; and • The responsible
      party’s obligations under the indemniﬁcation agreement are separate and in addition
      to any other obligations it may have in the Lender Contract. Copy must be maintained
      in loan ﬁle The responsible part will include a copy of the indemniﬁcation agreement
      in the individual loan ﬁle (and at its option, the responsible party may redact
      any loan-level information that does not apply to a covered loan). Immediate
      repurchase if a default occurs If a default occurs under the Lender Contract,
      Fannie Mae may immediately demand repurchase of the loan and the responsible
      party will have no right of appeal. Voluntary resolution • The resolution of
      the matters described in the separate agreement is voluntary and applies only
      to the covered loans; and • Fannie Mae’s oﬀer of an indemniﬁcation agreement
      may not be used as a precedent or otherwise be deemed to establish a course
      of conduct between the parties in resolving any past, present or future claim.
      Choice of law The indemniﬁcation agreement is subject to the choice of law provisions
      in the Lender Contract. Published May 6, 2026 13 General Terms and Conditions
      Applicable to Indemniﬁcation Agreements Topic Unless otherwise provided in the
      separate agreement, by entering into a separate indemniﬁcation agreement in
      lieu of immediate repurchase Responsible Party Representations and Warranties
      The responsible party represents and warrants that: • the indemniﬁcation agreement
      has been duly executed and delivered by the responsible party and is enforceable
      against the responsible party in accordance with its terms; • the indemniﬁcation
      agreement will not require any consent or approval of any person, entity or
      governmental authority except the consents and approvals as have been obtained
      and are in full force and eﬀect; • no insolvency, bankruptcy, receivership or
      similar proceeding is threatened or pending by or against the responsible party;
      and • if the responsible party is a federally insured institution or an aﬃliate
      of a federally insured institution, ⚬ the execution of the indemniﬁcation has
      been speciﬁcally approved by the Board of Directors of the responsible party
      and such approval is reﬂected in the minutes of the meetings of such Board of
      Directors, or approved by an oﬃcer of responsible party who was duly authorized
      by the Board of Directors to enter into transactions of the type set forth in
      the indemniﬁcation agreement and such authorization is reﬂected in the minutes
      of the Board of Directors’ meetings; ⚬ the indemniﬁcation agreement is the written
      agreement governing the responsible party’s rights and obligations pursuant
      to the indemniﬁcation agreement, and the responsible party will continuously
      maintain all components of the written agreement as an oﬃcial record of the
      responsible party. Recent Related Announcements The table below provides references
      to recently issued Announcements that are related to this topic. Announcement
      Issue Date Announcement SEL-2021-09 October 06, 2021 Published May 6, 2026 14
      Chapter A2-2, Contractual Representations and Warranties Introduction This chapter
      includes information on the contractual and selling representations and warranties
      that lenders make when they deliver mortgage loans to Fannie Mae.'
  judgment: false
