Additional Indemnification by the Seller; Third Party Claims. The Seller shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller immediately shall notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Purchaser promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to Seller’s indemnification pursuant to Section 5 or the failure of the Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement.
Appears in 5 contracts
Samples: Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar)
Additional Indemnification by the Seller; Third Party Claims. The Seller shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller immediately shall notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Purchaser promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to Seller’s 's indemnification pursuant to Section 5 or the failure of the Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement.
Appears in 5 contracts
Samples: Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-11), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar), Master Mortgage Loan Purchase Agreement (Sunset Financial Resources Inc)