OR WILLFUL MISCONDUCT.
IN ANY
SUIT, PROCEEDING OR ACTION BROUGHT BY BUYER IN CONNECTION WITH ANY PURCHASED
LOAN FOR ANY SUM OWING THEREUNDER, OR TO ENFORCE ANY PROVISIONS OF ANY PURCHASED
LOAN, SELLER WILL SAVE, INDEMNIFY AND HOLD SUCH BUYER HARMLESS FROM AND AGAINST
ALL EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES), LOSS OR DAMAGE SUFFERED BY
REASON OF ANY DEFENSE, SET-OFF, COUNTERCLAIM, RECOUPMENT OR REDUCTION OR
LIABILITY WHATSOEVER OF THE ACCOUNT DEBTOR OR OBLIGOR THEREUNDER, ARISING OUT OF
A BREACH BY SELLER OF ANY OBLIGATION THEREUNDER OR ARISING OUT OF ANY OTHER
AGREEMENT, INDEBTEDNESS OR LIABILITY AT ANY TIME OWING TO OR IN FAVOR OF SUCH
ACCOUNT DEBTOR OR OBLIGOR OR ITS SUCCESSORS FROM SELLER.
SELLER ALSO AGREES TO
REIMBURSE EACH BUYER AS AND WHEN BILLED BY SUCH BUYER FOR (A) ALL OF THE BUYER'S
ACTUAL COSTS AND OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION (X) WITH BUYER'S
DUE DILIGENCE REVIEWS (PROVIDED, SELLER APPROVES THIRD PARTY COSTS AND EXPENSES)
AND (Y) DOCUMENT PREPARATION INCLUDING REASONABLE ATTORNEY'S FEES (UP TO $[****]
PER PURCHASED ASSET OTHER THAN PURCHASED ASSETS WHICH ARE "TABLE-FUNDED", WHICH
MAXIMUM SHALL BE $[****] PER PURCHASED ASSET IN EACH CASE UNLESS OTHERWISE
AGREED TO BY SELLER) WITH RESPECT TO THE PURCHASED ASSETS (INCLUDING, WITHOUT
LIMITATION, THOSE INCURRED PURSUANT TO SECTION 28) AND (B) THE ENFORCEMENT OR
THE PRESERVATION OF EACH BUYER'S RIGHTS UNDER THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION THE REASONABLE FEES AND
DISBURSEMENTS OF ITS COUNSEL.
SELLER AGREES TO PAY EACH BUYER ON DEMAND ALL
REASONABLE ACTUAL OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE
EXPENSES FOR LEGAL SERVICES OF EVERY KIND) OF ANY SUBSEQUENT ENFORCEMENT OF ANY
OF THE PROVISIONS HEREOF, OR OF THE PERFORMANCE BY THE BUYERS OF ANY OBLIGATIONS
OF SELLER IN RESPECT OF THE PURCHASED LOANS AND PURCHASED SECURITIES, OR ANY
ACTUAL OR ATTEMPTED SALE, OR
**** Material omitted pursuant to a request for confidential treatment under
Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the
Securities and Exchange Commission.
56
(B)
ANY EXCHANGE, ENFORCEMENT, COLLECTION, COMPROMISE OR SETTLEMENT IN
RESPECT OF ANY OF THE PURCHASED ASSETS AND FOR THE CUSTODY, CARE OR PRESERVATION
OF THE PURCHASED ASSETS (INCLUDING INSURANCE COSTS) AND DEFENDING OR ASSERTING
RIGHTS AND CLAIMS OF BUYER IN RESPECT THEREOF, BY LITIGATION OR OTHERWISE.
SELLER HEREBY ACKNOWLEDGES THAT, THE OBLIGATION OF SELLER HEREUNDER IS A
RECOURSE OBLIGATION OF SELLER.
(C)
WITHOUT LIMITING THE RIGHTS AND REMEDIES OF THE BUYERS UNDER THE
TRANSACTION DOCUMENTS, SELLER SHALL PAY EACH BUYER'S REASONABLE ACTUAL
OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING REASONABLE FEES AND EXPENSES OF
ACCOUNTANTS, ATTORNEYS AND ADVISORS, INCURRED IN CONNECTION WITH THE
PREPARATION, NEGOTIATION, EXECUTION AND CONSUMMATION OF, AND ANY AMENDMENT,
SUPPLEMENT OR MODIFICATION TO, THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS
THEREUNDER.
IN ADDITION, SELLER AGREES TO PAY EACH BUYER ON DEMAND ALL
REASONABLE ACTUAL, OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE
EXPENSES FOR LEGAL SERVICES) INCURRED IN CONNECTION WITH THE MAINTENANCE OF THE
CASH MANAGEMENT ACCOUNT AND REGISTERING THE ASSETS IN THE NAME OF THE APPLICABLE
BUYER OR ITS