PARTIES HERETO AT THEIR RESPECTIVE ADDRESSES HEREINAFTER SET FORTH
OR, AS TO ANY SUCH PARTY, AT SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY IT IN A
NOTICE TO THE OTHER.
ALL SUCH COMMUNICATIONS SHALL BE CONCLUSIVELY DEEMED TO
HAVE BEEN PROPERLY GIVEN OR MADE WHEN DULY DELIVERED, IN PERSON OR BY OVERNIGHT
COURIER, OR IF MAILED ON THE THIRD BUSINESS DAY AFTER BEING DEPOSITED IN THE
MAILS, ADDRESSED TO THE APPLICABLE ADDRESS SPECIFIED IN ANNEX 1, OR TO SUCH
OTHER ADDRESS(ES) OR TELEX OR TELECOPIER NUMBER(S) AS THE PARTY TO BE SERVED MAY
DIRECT BY NOTICE TO THE OTHER PARTY IN THE MANNER HEREINABOVE PROVIDED.
15.2
INTENTIONALLY DELETED.
16.
FEES AND EXPENSES; INDEMNITY.
16.1
FEES AND EXPENSES.
SELLER WILL PROMPTLY PAY ALL OUT-OF-POCKET
COSTS AND EXPENSES INCURRED BY MBF, INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS' FEES, IN CONNECTION WITH (I) PREPARATION, NEGOTIATION, DOCUMENTATION
AND ADMINISTRATION OF THIS AGREEMENT AND THE GUARANTY AND PURCHASE AND RESALE OF
MORTGAGE LOANS BY MBF HEREUNDER, (II) PROTECTION OF THE MORTGAGE LOANS PURCHASED
HEREUNDER (INCLUDING, WITHOUT LIMITATION, ALL COSTS OF FILING OR RECORDING ANY
ASSIGNMENTS, FINANCING STATEMENTS AND OTHER DOCUMENTS), AND (III) ENFORCEMENT OF
MBF'S RIGHTS HEREUNDER AND UNDER THE GUARANTY (INCLUDING, WITHOUT LIMITATION,
COSTS AND EXPENSES SUFFERED OR INCURRED BY MBF IN CONNECTION WITH ANY ACT OF
INSOLVENCY RELATED TO SELLER, APPEALS AND ANY ANTICIPATED POST-JUDGMENT
COLLECTION SERVICES).
16.2
INDEMNITY.
IN ADDITION TO ITS OTHER RIGHTS HEREUNDER, SELLER SHALL
INDEMNIFY MBF AND MBF'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES AGAINST, AND
HOLD MBF AND EACH OF THEM HARMLESS FROM, ANY LOSSES, LIABILITIES, DAMAGES,
CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS) SUFFERED OR INCURRED BY MBF OR ANY OF THEM ARISING OUT OF,
RESULTING FROM, OR IN ANY MANNER CONNECTED WITH, THE PURCHASE BY MBF OF ANY
DEFECTIVE MORTGAGE LOANS.
THE PROVISIONS OF SECTION 16 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
17.
CONFIDENTIAL INFORMATION.
17.1
RESTRICTIONS ON USE OF CONFIDENTIAL INFORMATION.
SELLER AND MBF
AGREE NOT TO USE CONFIDENTIAL INFORMATION OF THE OTHER FOR ANY PURPOSE OTHER
THAN THE FULFILLMENT OF ITS OBLIGATIONS UNDER THE AGREEMENT.
SELLER AND MBF
SHALL NOT DISCLOSE, PUBLISH, RELEASE, TRANSFER OR OTHERWISE MAKE AVAILABLE
CONFIDENTIAL INFORMATION OF THE OTHER IN ANY FORM TO, OR FOR THE USE OR BENEFIT
OF, ANY PERSON WITHOUT THE OTHER'S CONSENT.
SELLER AND MBF SHALL, HOWEVER, BE
PERMITTED TO DISCLOSE RELEVANT ASPECTS OF THE OTHER'S CONFIDENTIAL INFORMATION
TO ITS OFFICERS, AGENTS, SUBCONTRACTORS, AND EMPLOYEES TO THE EXTENT THAT SUCH
DISCLOSURE IS REASONABLY NECESSARY FOR THE PERFORMANCE OF ITS DUTIES AND
OBLIGATIONS UNDER THE AGREEMENT AND SUCH DISCLOSURE IS NOT PROHIBITED BY THE GLB
ACT, THE REGULATIONS PROMULGATED THEREUNDER OR OTHER APPLICABLE LAW; PROVIDED,
HOWEVER, THAT SELLER AND MBF SHALL TAKE ALL REASONABLE MEASURES TO ENSURE THAT
CONFIDENTIAL INFORMATION OF THE OTHER IS NOT DISCLOSED OR DUPLICATED IN
CONTRAVENTION OF THESE PROVISIONS BY SUCH OFFICERS, AGENTS, SUBCONTRACTORS AND
EMPLOYEES.
SELLER AND MBF FURTHER AGREE PROMPTLY TO ADVISE THE OTHER IN WRITING
OF ANY MISAPPROPRIATION, OR UNAUTHORIZED DISCLOSURE OR USE BY ANY PERSON OF