Common use of Indemnification by the Seller and the Depositor Clause in Contracts

Indemnification by the Seller and the Depositor. (a) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Seller and the Depositor and any successors thereto agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of the Seller or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Certificates other than by reason of false or misleading information provided by the Insurer in writing for inclusion in the Offering Document, which is contained in the caption “The Certificate Insurance Policy” of the Offering Document; (ii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Seller or the Depositor; (iii) the violation by the Seller or the Depositor of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Certificates or the transactions contemplated by the Transaction Documents; (iv) the violation by the Seller or the Depositor of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Mortgage Loans; (v) the breach by the Seller or the Depositor of any of its obligations under this Insurance Agreement or any of the other Transaction Documents; and (vi) the breach by the Seller or the Depositor of any representation or warranty on the part of the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision and the provisions in Section 3.05 shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) Each of the Seller and the Depositor agree to pay to the Insurer interest on any and all amounts required to be paid by the Seller or the Depositor, including but not limited to those amounts described in Section 3.05 and this Section 3.06, from the date payable until payment thereof is made in full. Such interest shall be payable at the Late Payment Rate per annum.

Indemnification by the Seller and the Depositor. (a) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Seller and the Depositor and any successors thereto agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of the Seller or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Certificates other than by reason of false or misleading information provided by the Insurer in writing for inclusion in the Offering Document, which is contained in the caption “"The Class 2-A3 Certificate Insurance Policy” " of the Offering Document; (ii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Seller or the Depositor; (iii) the violation by the Seller or the Depositor of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Certificates or the transactions contemplated by the Transaction Documents; (iv) the violation by the Seller or the Depositor of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Mortgage Loans; (v) the breach by the Seller or the Depositor of any of its obligations under this Insurance Agreement or any of the other Transaction Documents; and (vi) the breach by the Seller or the Depositor of any representation or warranty on the part of the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision and the provisions in Section 3.05 shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) Each of the Seller and the Depositor agree to pay to the Insurer interest on any and all amounts required to be paid by the Seller or the Depositor, including but not limited to those amounts described in Section 3.05 and this Section 3.06, from the date payable until payment thereof is made in full. Such interest shall be payable at the Late Payment Rate per annum.

Indemnification by the Seller and the Depositor. (a) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Seller and the Depositor and any successors thereto agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of the Seller or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Certificates other than by reason of false or misleading information provided by the Insurer in writing for inclusion in the Offering Document, which is contained in the caption “"The Class 1-A5 Certificate Insurance Policy” " of the Offering Document; (ii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Seller or the Depositor; (iii) the violation by the Seller or the Depositor of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Certificates or the transactions contemplated by the Transaction Documents; (iv) the violation by the Seller or the Depositor of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Mortgage Loans; (v) the breach by the Seller or the Depositor of any of its obligations under this Insurance Agreement or any of the other Transaction Documents; and (vi) the breach by the Seller or the Depositor of any representation or warranty on the part of the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision and the provisions in Section 3.05 shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) Each of the Seller and the Depositor agree to pay to the Insurer interest on any and all amounts required to be paid by the Seller or the Depositor, including but not limited to those amounts described in Section 3.05 and this Section 3.06, from the date payable until payment thereof is made in full. Such interest shall be payable at the Late Payment Rate per annum.

Indemnification by the Seller and the Depositor. (a) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Seller and the Depositor and any successors thereto agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of the Seller or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Certificates other than by reason of false or misleading information provided by the Insurer in writing for inclusion in the Offering Document, which is contained in the caption “"The Certificate Insurance Policy” " of the Offering Document; (ii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Seller or the Depositor; (iii) the violation by the Seller or the Depositor of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Certificates or the transactions contemplated by the Transaction Documents; (iv) the violation by the Seller or the Depositor of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Mortgage Loans; (v) the breach by the Seller or the Depositor of any of its obligations under this Insurance Agreement or any of the other Transaction Documents; and (vi) the breach by the Seller or the Depositor of any representation or warranty on the part of the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision and the provisions in Section 3.05 shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) Each of the Seller and the Depositor agree to pay to the Insurer interest on any and all amounts required to be paid by the Seller or the Depositor, including but not limited to those amounts described in Section 3.05 and this Section 3.06, from the date payable until payment thereof is made in full. Such interest shall be payable at the Late Payment Rate per annum.

Indemnification by the Seller and the Depositor. (a) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Seller and the Depositor and any successors thereto agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of the Seller or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Certificates other than by reason of false or misleading information provided by the Insurer in writing for inclusion in the Offering Document, which is contained in the caption “The Class A5 Certificate Insurance Policy” of the Offering Document; (ii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Seller or the Depositor; (iii) the violation by the Seller or the Depositor of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Certificates or the transactions contemplated by the Transaction Documents; (iv) the violation by the Seller or the Depositor of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Mortgage Loans; (v) the breach by the Seller or the Depositor of any of its obligations under this Insurance Agreement or any of the other Transaction Documents; and (vi) the breach by the Seller or the Depositor of any representation or warranty on the part of the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision and the provisions in Section 3.05 shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) Each of the Seller and the Depositor agree to pay to the Insurer interest on any and all amounts required to be paid by the Seller or the Depositor, including but not limited to those amounts described in Section 3.05 and this Section 3.06, from the date payable until payment thereof is made in full. Such interest shall be payable at the Late Payment Rate per annum.