Common use of Reimbursement and Additional Payment Obligation Clause in Contracts

Reimbursement and Additional Payment Obligation. Each of Arcadia Financial and the Trust agrees to pay to Financial Security as follows: (a) a sum equal to the total of all amounts paid by Financial Security under the Note Policy; (b) any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) any accounts established to facilitate payments under the Note Policy to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Note Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation, proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate thereof), restructuring or engaging in any protective measures or monitoring activities relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (v) preparation of bound volumes of the Transaction Documents, (vi) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents, (vii) any federal, state or local tax (other than taxes payable in respect of the gross income of Financial Security) or other governmental charge imposed in connection with the issuance of the Note Policy, and (viii) Financial Security reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any of the Transaction Documents (for the purpose of this paragraph (b), costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of Financial Security spent in connection with the actions described in the foregoing clauses (ii) and (iii)); (c) interest on any and all amounts described in this Section 3.03 from the date payable to or paid by Financial Security until payment thereof in full, and interest on any and all amounts described in Section 3.02, in each case payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Seller, Arcadia Financial, the Indenture Trustee, the Owner Trustee or the Trust including, without limitation, any amounts payable by Arcadia Financial in its capacity as Servicer or by the Trust, in respect of the Notes and any other amounts owed pursuant to any Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, administration, management, trustee, custodial, collateral agency or administrative fees payable, in the sole discretion of Financial Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. Financial Security shall notify Arcadia Financial of amounts due hereunder.

Reimbursement and Additional Payment Obligation. Each of Arcadia Financial OFL and the Trust agrees to pay to Financial Security as follows: (a) a sum equal to the total of all amounts paid by Financial Security under the Note PolicyPolicies; (b) any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) any accounts established to facilitate payments under the Note Policy Policies to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Note PolicyPolicies, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation, proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate thereof), restructuring or engaging in any protective measures or monitoring activities relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, disposition (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (v) preparation of bound volumes of the Transaction Documents, (vi) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents, ; (vii) any federal, state or local tax (other than taxes payable in respect of the gross income of Financial Security) or other governmental charge imposed in connection with the issuance of the Note Policy, Policies; and (viii) Financial Security reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any of the Transaction Documents (for the purpose of this paragraph (b), costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of Financial Security spent in connection with the actions described in the foregoing clauses (ii) and (iii)); (c) interest on any and all amounts described in this Section 3.03 from the date payable to or paid by Financial Security until payment thereof in full, and interest on any and all amounts described in Section 3.02, in each case payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Seller, Arcadia FinancialOFL, the Indenture Trustee, the Owner Trustee or the Trust including, without limitation, any amounts payable by Arcadia Financial OFL in its capacity as Servicer or by the Trust, in respect of the Notes or the Certificates and any other amounts owed pursuant to any Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, administration, management, trustee, custodial, collateral agency or administrative fees payable, in the sole discretion of Financial Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. Financial Security shall notify Arcadia Financial OFL of amounts due hereunder.

Reimbursement and Additional Payment Obligation. Each of Arcadia Financial and the Trust agrees to pay to Financial Security as follows: (a) a sum equal to the total of all amounts paid by Financial Security under the Note Policy; (b) any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) any accounts established to facilitate payments under the Note Policy to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Note Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation, proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate thereof), restructuring or engaging in any protective measures or monitoring activities relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, disposition (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (v) preparation of bound volumes of the Transaction Documents, (vi) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents, ; (vii) any federal, state or local tax (other than taxes payable in respect of the gross income of Financial Security) or other governmental charge imposed in connection with the issuance of the Note Policy, ; and (viii) Financial Security reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any of the Transaction Documents (for the purpose of this paragraph (b), costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of Financial Security spent in connection with the actions described in the foregoing clauses (ii) and (iii)); (c) interest on any and all amounts described in this Section 3.03 from the date payable to or paid by Financial Security until payment thereof in full, and interest on any and all amounts described in Section 3.02, in each case payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Seller, Arcadia Financial, the Indenture Trustee, the Owner Trustee or the Trust including, without limitation, any amounts payable by Arcadia Financial in its capacity as Servicer or by the Trust, in respect of the Notes and any other amounts owed pursuant to any Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, administration, management, trustee, custodial, collateral agency or administrative fees payable, in the sole discretion of Financial Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. Financial Security shall notify Arcadia Financial of amounts due hereunder.

Reimbursement and Additional Payment Obligation. Each of Arcadia Financial and the Trust agrees to pay to Financial Security as follows: (a) a sum equal to the total of all amounts paid by Financial Security under the Note Policy; (b) any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) any accounts established to facilitate payments under the Note Policy to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Note Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation, proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate thereof), restructuring or engaging in any protective measures or monitoring activities relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (v) preparation of bound volumes of the Transaction Documents, (vi) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents, (vii) any federal, state or local tax (other than taxes payable in respect of the gross income of Financial Security) or other governmental charge imposed in connection with the issuance of the Note Policy, and (viii) Financial Security reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any of the Transaction Documents (for the purpose of this paragraph (b), costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of Financial Security spent in connection with the actions described in the foregoing clauses (ii) and (iii)); (c) interest on any and all amounts described in this Section 3.03 from the date payable to or paid by Financial Security until payment thereof in full, and interest on any and all amounts described in Section 3.023.02 hereof, in each case payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Seller, Arcadia Financial, the Indenture Trustee, the Owner Trustee or the Trust including, without limitation, any amounts payable by Arcadia Financial in its capacity as Servicer or by the Trust, in respect of the Notes and any other amounts owed pursuant to any Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, administration, management, trustee, custodial, collateral agency or administrative fees payable, in the sole discretion of Financial Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. Financial Security shall notify Arcadia Financial of amounts due hereunder.

Reimbursement and Additional Payment Obligation. Each of Arcadia Financial and the Trust agrees to pay to Financial Security as follows: (a) a sum equal to the total of all amounts paid by Financial Security under the Note Policy; (b) any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) any accounts established to facilitate payments under the Note Policy to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Note Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation, proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate thereof), restructuring or engaging in any protective measures or monitoring activities relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (v) preparation of bound volumes of the Transaction Documents, (vi) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents, (vii) any federal, state or local tax (other than taxes payable in respect of the gross income of Financial Security) or other governmental charge imposed in connection with the issuance of the Note Policy, and (viii) Financial Security reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any of anyof the Transaction Documents (for the purpose of this paragraph (b), costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of Financial Security spent in connection with the actions described in the foregoing clauses (ii) and (iii)); (c) interest on any and all amounts described in this Section 3.03 from the date payable to or paid by Financial Security until payment thereof in full, and interest on any and all amounts described in Section 3.02, in each case payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Seller, Arcadia Financial, the Indenture Trustee, the Owner Trustee or the Trust including, without limitation, any amounts payable by Arcadia Financial in its capacity as Servicer or by the Trust, in respect of the Notes and any other amounts owed pursuant to any Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, administration, management, trustee, custodial, collateral agency or administrative fees payable, in the sole discretion of Financial Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. Financial Security shall notify Arcadia Financial of amounts due hereunder.