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 Buyer, 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), (iv) 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 Buyer or any agent of Buyer, conducted before and after the date hereof, (v) enforcement of 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 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 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 promptly, and in no event later than thirty (30) days after billing, all out-of-pocket costs and expenses reasonably incurred by Buyer, including reasonable attorneys’ feesfees of outside counsel, in connection with (i) preparation, negotiation, and documentation of this Agreement and the other Transaction Documents, (ii) Buyer’s 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, provided that Buyer has given Seller thirty (30) days’ advance notice before incurring such costs and expenses described or referred to in this clause (ii), (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents), (iv) subject to the Due Diligence Cap, 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 Buyer or any agent of Buyer, conducted before and after the date hereofhereof (provided that the Due Diligence Cap shall not be applicable to due diligence and audit expenses incurred when an Event of Default has occurred and is continuing), (v) enforcement of 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 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 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 BuyerXxxxx, 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), (iv) 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 Buyer Xxxxx or any agent of Buyer, conducted before and after the date hereof, (v) enforcement of 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 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 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 BuyerAdministrative 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 and any Guarantor’s business and finances, by Buyer Administrative Agent or any agent of BuyerAdministrative Agent, 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, (v) 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 or any GuarantorSeller, 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 The Issuer agrees to pay its own legal promptly (i) each Subscriber’s actual and accounting fees reasonable costs and expenses of negotiation, review, analysis, preparation and execution of the Note Documents (including the reasonable fees, charges and disbursements of counsel for such Subscriber) and any consents, amendments, waivers or other modifications thereto, the transactions contemplated thereby and any other documents or matters requested by the Issuer; (ii) all the actual costs incurred and reasonable expenses of creating and perfecting Liens in favor of the Trustee, for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of the counsel for the Initial Holders (as defined in the Indenture) and of counsel providing any opinions that counsel for the Initial Holders may request in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay Collateral or the Liens created pursuant to the Note Security Documents; (iii) all out-of-pocket the actual costs and reasonable expenses reasonably incurred (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Buyerthe Secured Parties and their counsel) in connection with the custody or preservation of any of the Collateral; and (iv) after the occurrence of a Default or an Event of Default (in each case, as defined in the Indenture), all costs and expenses, including reasonable attorneys’ feesfees and costs of settlement, incurred, whether directly or indirectly, by the Subscriber in enforcing any Obligations (as defined in the Indenture) of or in collecting any payments due from any Note Party hereunder or under the other Note Documents by reason of such Default or Event of Default (including in connection with (i) preparationthe sale of, negotiationcollection from, and documentation of this Agreement and the or other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and realization upon 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 Collateral or recording any assignments, financing statements, amendments and other documents), (iv) 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 Buyer or any agent of Buyer, conducted before and after the date hereof, (v) enforcement of Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered the Guarantees) or incurred by Buyer in connection with any Act refinancing or restructuring of Insolvency related to Seller or any Guarantor, appeals and any anticipated post-judgment collection services), (vi) entering into replacement transactions and entering into or terminating hedge transactions the credit arrangements provided hereunder in connection with or as the nature of 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“work out.”

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 Buyer, 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), (iv) 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 Buyer or any agent of Buyer, conducted before and after the date hereof, and (v) enforcement of 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 or to Parent or any other 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 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 Buyer, 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), (iv) 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 Buyer or any agent of Buyer, conducted before and after the date hereof, (v) enforcement of 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 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.