Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. (a) Seller will pay its own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent, including reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for performance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s business and finances, by Administrative Agent or any agent of Administrative Agent, conducted after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, in connection with enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to Seller, appeals and any anticipated post-judgment collection services).

Fees and Expenses; Indemnity. (a) Seller will pay its own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative AgentXxxxx, including reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and ), (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for performance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s business and finances, by Administrative Agent Xxxxx or any agent of Administrative AgentBuyer, conducted before and after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, in connection with (v) enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to Seller, Seller appeals and any anticipated post-judgment collection services), (vi) entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, including all fees, expenses and commissions reasonably incurred, and (vii) any cost or expense reasonably incurred, directly or indirectly arising or resulting from the occurrence of an Event of Default.

Fees and Expenses; Indemnity. (a) Seller will pay its own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative AgentBuyer, including reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and ), (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for performance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s and any Guarantor’s business and finances, by Administrative Agent Buyer or any agent of Administrative AgentBuyer, conducted before and after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, in connection with (v) enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to SellerSeller or any Guarantor, appeals and any anticipated post-judgment collection services), (vi) entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, including all fees, expenses and commissions reasonably incurred, and (vii) any cost or expense reasonably incurred, directly or indirectly arising or resulting from the occurrence of an Event of Default.

Fees and Expenses; Indemnity. (a) Seller Sellers will pay its their own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller Sellers will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative AgentBuyer, including reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction DocumentsDocuments (Buyer will use commercially reasonable efforts to notify Sellers if and when such attorneys’ fees are expected to exceed $100,000, but will incur no liability or obligation to Sellers if it fails to do so), (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and ), (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for performance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and SellerSellers’ and Guarantor’s business and finances, by Administrative Agent Buyer or any agent of Administrative AgentBuyer, conducted before and after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, subject to an annual cap of [Twenty Thousand Dollars ($20,000)] in connection with the absence of an Event of Default (v) enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to Sellereither Seller or Guarantor, appeals and any anticipated post-judgment collection services), (vi) entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, including all fees, expenses and commissions reasonably incurred, and (vii) any cost or expense reasonably incurred, directly or arising or resulting from the occurrence of an Event of Default.

Fees and Expenses; Indemnity. (a) Seller will pay its own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative AgentBuyer, including reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction DocumentsDocuments (Buyer will use commercially reasonable efforts to notify Seller if and when such attorneys’ fees are expected to exceed $100,000, but will incur no liability or obligation to Seller if it fails to do so), (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and ), (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for performance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s and any Guarantor’s business and finances, by Administrative Agent Buyer or any agent of Administrative AgentBuyer, conducted before and after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, subject to an annual cap of Twenty Thousand Dollars ($20,000) in connection with the absence of an Event of Default (v) enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to SellerSeller or Guarantor, appeals and any anticipated post-judgment collection services), (vi) entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, including all fees, expenses and commissions reasonably incurred, and (vii) any cost or expense reasonably incurred, directly or arising or resulting from the occurrence of an Event of Default.

Fees and Expenses; Indemnity. (a) Seller will pay its own legal Sellers jointly and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will severally agree to promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent, including including, without limitation, reasonable attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Buyer Administrative Agent hereunder, (iii) protection of the Purchased Mortgage Loans (including including, without limitation, all costs of filing or recording any assignments, financing statements, amendments and other documents) ), and (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for performance of due diligence diligence, collateral audits and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s business and finances, servicing appraisals by Administrative Agent or any agent of Administrative Agent, Agent conducted prior to and after the date hereof. Seller Sellers will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, in connection with enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including including, without limitation, reasonable and documented costs and expenses suffered or incurred by Administrative Agent and any Buyer in connection with any Act of Insolvency related to any Seller, appeals and any anticipated post-judgment collection services).