ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY RESULTING FROM ANYTHING OTHER THAN THE INDEMNIFIED PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
EACH SELLER ALSO AGREES TO REIMBURSE EACH
INDEMNIFIED PARTY FOR ALL REASONABLE EXPENSES IN CONNECTION WITH THE ENFORCEMENT
OF THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED FOR HEREIN,
ANY TRANSACTION REQUEST, PURCHASE CONFIRMATION AND ANY PROGRAM AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF
COUNSEL.
EACH SELLER'S AGREEMENTS IN THIS SECTION 30 SHALL SURVIVE THE PAYMENT
IN FULL OF THE REPURCHASE PRICE AND THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
EACH SELLER HEREBY ACKNOWLEDGES THAT ITS OBLIGATIONS HEREUNDER ARE
RECOURSE OBLIGATIONS OF SUCH SELLER AND ARE NOT LIMITED TO RECOVERIES EACH
INDEMNIFIED PARTY MAY HAVE WITH RESPECT TO THE PURCHASED MORTGAGE LOANS.
EACH
SELLER ALSO AGREES NOT TO ASSERT ANY CLAIM AGAINST BUYERS, ADMINISTRATIVE AGENT
OR ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, ATTORNEYS AND AGENTS, ON ANY THEORY OF LIABILITY, FOR SPECIAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING
TO THE FACILITY ESTABLISHED HEREUNDER, THE ACTUAL OR PROPOSED USE OF THE
PROCEEDS OF THE TRANSACTIONS, THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREBY.
THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT
CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.
B.
WITHOUT LIMITATION TO THE PROVISIONS OF SECTION 4, IF ANY PAYMENT
OF THE REPURCHASE PRICE OF ANY TRANSACTION IS MADE BY SELLERS OTHER THAN ON THE
THEN SCHEDULED REPURCHASE DATE THERETO AS A RESULT OF AN ACCELERATION OF THE
REPURCHASE DATE PURSUANT TO SECTION 16 OR FOR ANY OTHER REASON, SELLERS SHALL,
UPON DEMAND BY ADMINISTRATIVE AGENT, PAY TO ADMINISTRATIVE AGENT AN AMOUNT
SUFFICIENT TO COMPENSATE BUYERS OR ADMINISTRATIVE AGENT FOR ANY LOSSES, COSTS OR
EXPENSES THAT IT MAY REASONABLY INCUR AS OF A RESULT OF SUCH PAYMENT.
C.
WITHOUT LIMITING THE PROVISIONS OF SECTION 30(A) HEREOF, IF
SELLERS FAIL TO PAY WHEN DUE ANY COSTS, EXPENSES OR OTHER AMOUNTS PAYABLE BY
THEM UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF
COUNSEL AND INDEMNITIES, SUCH AMOUNT MAY BE PAID ON BEHALF OF SELLERS BY
ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION.
31.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, and all such counterparts shall together constitute
one and the same instrument.
56
32.
CONFIDENTIALITY
This Agreement and its terms, provisions, supplements and amendments, and
notices hereunder, are proprietary to Buyers, Administrative Agent and Agent and
shall be held by Sellers in strict confidence and shall not be disclosed to any
third party without the written consent of Buyers and Administrative Agent
except for (i) disclosure to Sellers' direct and indirect Affiliates and
Subsidiaries, attorneys or accountants, but only to the extent such disclosure
is necessary and such parties agree to hold all information in strict
confidence, (ii)
disclosure required by law, rule, regulation or order of a