Additional Indemnification by the Seller. In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser 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 obligations under this Agreement, including but not limited to its obligation to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence.
Appears in 7 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-A1)