Common use of Reimbursement and Additional Payment Obligation of the Seller and the Depositor Clause in Contracts

Reimbursement and Additional Payment Obligation of the Seller and the Depositor. (a) In accordance with the priorities established in Section 5.02 of the Trust Agreement, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.05(a) to the contrary, each Seller agrees to reimburse the Insurer for payments made under the Policy arising as a result of that Seller’s failure to repurchase any Mortgage Loan required to be repurchased pursuant to the Mortgage Loan Sale Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller and the Depositor each agree to reimburse the Insurer, immediately upon receipt of two Business Days’ prior written notice, for any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur including, but not limited to, reasonable attorneys’ and accountants’ fees and reasonable expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, provided that the foregoing arises out of the Seller’ or the Depositor’s breach or alleged breach of its or their obligations under the applicable Transaction Document or (ii) any action, proceeding or investigation affecting the Trust or the rights or obligations of the Insurer under the Policy or the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed (“Reimbursable Amounts”). If not paid within 45 days of request by the Insurer, Reimbursable Amounts due to the Insurer shall bear interest at a rate equal to the rate of interest publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) from the date such request was made through the date of actual payment. In the event that the Seller or the Depositor fails to pay to the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon from Section 5.02 of the Trust Agreement. In addition, the Insurer reserves the right to charge a fee as a condition to executing any waiver, consent or amendment proposed in respect of any of the Transaction Documents. (d) The Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to the Seller or the Depositor, respectively, including, without limitation, any amounts payable by the Seller or the Depositor pursuant to the Certificates or any other Transaction Documents. All such amounts are to be immediately due and payable without demand.

Reimbursement and Additional Payment Obligation of the Seller and the Depositor. (a) In accordance with the priorities established in Section 5.02 of the Trust Agreement, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.05(a) to the contrary, each the Seller agrees to reimburse the Insurer for payments made under the Policy arising as a result of that the Seller’s failure to repurchase any Mortgage Loan required to be repurchased pursuant to the Mortgage Loan Sale Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller and the Depositor each agree to reimburse the Insurer, immediately upon receipt of two Business Days’ prior written notice, for any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur including, but not limited to, reasonable attorneys’ and accountants’ fees and reasonable expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, provided that the foregoing arises out of the Seller’ ’s or the Depositor’s breach or alleged breach of its or their obligations under the applicable Transaction Document or (ii) any action, proceeding or investigation affecting the Trust or the rights or obligations of the Insurer under the Policy or the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed (“Reimbursable Amounts”). If not paid within 45 days of request by the Insurer, Reimbursable Amounts due to the Insurer shall bear interest at a rate equal to the rate of interest publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) from the date such request was made through the date of actual payment. In the event that the Seller or the Depositor fails to pay to the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon from Section 5.02 of the Trust Agreement. In addition, the Insurer reserves the right to charge a fee as a condition to executing any waiver, consent or amendment proposed in respect of any of the Transaction Documents. (d) The Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to the Seller or the Depositor, respectively, including, without limitation, any amounts payable by the Seller or the Depositor pursuant to the Certificates or any other Transaction Documents. All such amounts are to be immediately due and payable without demand.

Reimbursement and Additional Payment Obligation of the Seller and the Depositor. (a) In accordance with the priorities established in Section 5.02 of the Trust Agreement, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.05(a) to the contrary, each the Seller agrees to reimburse the Insurer for payments made under the Policy arising as a result of that the Seller’s 's failure to repurchase any Mortgage Loan required to be repurchased pursuant to the Mortgage Loan Sale Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller and the Depositor each agree to reimburse the Insurer, immediately upon receipt of two Business Days’ ' prior written notice, for any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur including, but not limited to, reasonable attorneys’ ' and accountants’ ' fees and reasonable expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, provided that the foregoing arises out of the Seller’ ' or the Depositor’s 's breach or alleged breach of its or their obligations under the applicable Transaction Document or (ii) any action, proceeding or investigation affecting the Trust or the rights or obligations of the Insurer under the Policy or the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s 's interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed (“"Reimbursable Amounts”"). If not paid within 45 days of request by the Insurer, Reimbursable Amounts due to the Insurer shall bear interest at a rate equal to the rate of interest publicly announced by Citibank, N.A. at its principal office in New York, New York York, as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) from the date such request was made through the date of actual payment. In the event that the Seller or the Depositor fails to pay to the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon from Section 5.02 of the Trust Agreement. In addition, the Insurer reserves the right to charge a fee as a condition to executing any waiver, consent or amendment proposed in respect of any of the Transaction Documents. (d) The Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to the Seller or the Depositor, respectively, including, without limitation, any amounts payable by the Seller or the Depositor pursuant to the Certificates or any other Transaction Documents. All such amounts are to be immediately due and payable without demand.

Reimbursement and Additional Payment Obligation of the Seller and the Depositor. (a) In accordance with the priorities established in Section 5.02 of the Trust Agreement, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.05(a) to the contrary, each the Seller agrees to reimburse the Insurer for payments made under the Policy arising as a result of that the Seller’s 's failure to repurchase any Mortgage Loan required to be repurchased pursuant to Section 1.04 of the Mortgage Loan Sale Agreement Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller and the Depositor each agree to reimburse the Insurer, immediately upon receipt of two Business Days’ ' prior written notice, for any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur including, but not limited to, reasonable attorneys’ ' and accountants’ ' fees and reasonable expenses, in connection with (ia) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring including defending or participating in any litigation or proceeding (including, without limitation, including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, provided that the foregoing arises out of the Seller’ 's or the Depositor’s 's breach or alleged breach of its or their obligations under the applicable Transaction Document or (iib) any action, proceeding or investigation affecting the Trust or the rights or obligations amendment of the Insurer under the Policy or the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed (“Reimbursable Amounts”). If not paid within 45 days of request by the Insurer, Reimbursable Amounts due to the Insurer shall bear interest at a rate equal to the rate of interest publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) from the date such request was made through the date of actual payment. In the event that the Seller or the Depositor fails to pay to the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon from Section 5.02 of the Trust Agreement. In addition, the Insurer reserves the right to charge a fee as a condition to executing any waiver, consent or amendment proposed in respect of any of the Transaction Documentscompleted. (d) The Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to the Seller or the Depositor, respectively, including, without limitation, any amounts payable by the Seller or the Depositor pursuant to the Certificates or any other Transaction Documents. All such amounts are to be immediately due and payable without demand.

Reimbursement and Additional Payment Obligation of the Seller and the Depositor. (a) In accordance with the priorities established in Section 5.02 of the Trust Agreement, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.05(a3.03(a) to the contrary, each the Seller agrees to reimburse the Insurer for payments made under the Policy arising as a result of that the applicable Seller’s 's failure to repurchase any Mortgage Loan required to be repurchased pursuant to Section 1.04 of the Mortgage Loan Sale Agreement and Assignment Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller and the Depositor each agree to reimburse the Insurer, immediately upon receipt of two Business Days’ ' prior written notice, for any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur including, but not limited to, reasonable attorneys’ ' and accountants’ ' fees and reasonable expenses, in connection with (ia) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring including defending or participating in any litigation or proceeding (including, without limitation, including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, provided that the foregoing arises out of the Seller’ 's or the Depositor’s 's breach or alleged breach of its or their obligations under the applicable Transaction Document or (iib) any action, proceeding or investigation affecting the Trust or the rights or obligations amendment of the Insurer under the Policy or the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed (“Reimbursable Amounts”). If not paid within 45 days of request by the Insurer, Reimbursable Amounts due to the Insurer shall bear interest at a rate equal to the rate of interest publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) from the date such request was made through the date of actual payment. In the event that the Seller or the Depositor fails to pay to the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon from Section 5.02 of the Trust Agreement. In addition, the Insurer reserves the right to charge a fee as a condition to executing any waiver, consent or amendment proposed in respect of any of the Transaction Documentscompleted. (d) The Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to the Seller or the Depositor, respectively, including, without limitation, any amounts payable by the Seller or the Depositor pursuant to the Certificates or any other Transaction Documents. All such amounts are to be immediately due and payable without demand.