Common use of thereto Clause in Contracts

thereto. AMRE agrees that the Joint Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the meeting of shareholders of the Company, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by AMRE in reliance upon and in conformity with information concerning the Company or the Shareholders furnished to AMRE by the Company or the Shareholders in writing specifically for use in the Joint Proxy Statement/Prospectus. The Company agrees that the written information concerning the Company provided by it for inclusion in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meetings of the stockholders of AMRE and the Company, or, in the case of written information concerning the Company provided by the Company for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 nor any request for acceleration thereof will be made by AMRE or the Company without the approval of the other party, except as required by law. AMRE will advise the Company, promptly after it receives notice, of the time when the Form S-4 or any post effective supplement or amendment thereto has become effective, the issuance of any stop order, the suspension of the qualification of the AMRE Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or requests by the SEC for additional information and will promptly provide the Company with copies of any responses filed by AMRE to SEC comments on the Form S-4. 5.2 Letter to the Company's Accountants. The Company shall use its best efforts to cause to be delivered to AMRE a letter from Deloitte & Touche LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to AMRE and the Company, in form and substance reasonably satisfactory to AMRE and customary in scope and substance of letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

thereto. AMRE agrees that the Joint Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time Seller shall comply with all requirements of the meeting of shareholders of the Company, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time applicable Custodial Agreement to which it is filed a party with respect to each Subject Mortgage Loan, including the delivery to Custodian of all required Mortgage Files. Seller shall (a) not assign, sell, transfer, pledge, hypothecate, grant, create, incur, assume or becomes effectivesuffer or permit to exist any security interest in or Lien (other than Permitted Liens) on any Purchased Asset to or in favor of any Person other than Buyer, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or (b) defend such Purchased Asset against, and take such action as is necessary to make remove, any such Lien, and (c) defend the statements thereinright, title and interest of Buyer in light and to all Purchased Assets against the claims and demands of all Persons whomsoever. Notwithstanding the circumstances under which they were madeforegoing, if Seller grants a Lien on any Purchased Asset in violation of this Section 12(gg) or any other Program Document, Seller shall be deemed to have simultaneously granted an equal and ratable Lien on such Purchased Asset in favor of Buyer to the extent such Lien has not misleadingalready been granted to Buyer; provided, however, that the foregoing such equitable and ratable Lien shall not apply cure any resulting Event of Default. Seller shall not amend, modify, waive or terminate any provision of any Underlying Participation Interest Document in a manner affecting the Underlying Participation Interests without the Buyer’s prior written consent and shall submit any proposed UPI Modification no less than [*] prior to the extent proposed effective date of such UPI Modification for such review and consent. Seller shall mark its respective computer records and tapes to evidence the interests granted to Buyer hereunder. Seller shall not take any action to cause any Purchased Asset that any such untrue statement of a material fact is not evidenced by an instrument or omission to state a material fact was made by AMRE in reliance upon and in conformity with information concerning the Company or the Shareholders furnished to AMRE by the Company or the Shareholders in writing specifically for use chattel paper (as defined in the Joint Proxy Statement/Prospectus. The Company agrees that the written information concerning the Company provided by it for inclusion in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meetings of the stockholders of AMRE and the Company, or, in the case of written information concerning the Company provided by the Company for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required UCC) to be stated therein so evidenced. If a Purchased Asset becomes evidenced by an instrument or necessary chattel paper, the same shall be immediately delivered to make the statements thereinBuyer, in light or Custodian on behalf of the circumstances under which they were madeBuyer, not misleading. No amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 nor together with any request for acceleration thereof will be made by AMRE or the Company without the approval of the other party, except as endorsements required by law. AMRE will advise the Company, promptly after it receives notice, of the time when the Form S-4 or any post effective supplement or amendment thereto has become effective, the issuance of any stop order, the suspension of the qualification of the AMRE Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or requests by the SEC for additional information and will promptly provide the Company with copies of any responses filed by AMRE to SEC comments on the Form S-4Xxxxx. 5.2 Letter to the Company's Accountants. The Company shall use its best efforts to cause to be delivered to AMRE a letter from Deloitte & Touche LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to AMRE and the Company, in form and substance reasonably satisfactory to AMRE and customary in scope and substance of letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

thereto. AMRE agrees that On and after the Joint Proxy Statement/Prospectus Effective Time, FNB shall indemnify and hold harmless, as and to the fullest extent permitted by law, each amendment or supplement thereto at the time of mailing thereof such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and at the time expenses in advance of the meeting final disposition of shareholders any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of the Companyany undertaking required by applicable law), orjudgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the case event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Form S-4 and each amendment or supplement theretoEffective Time), at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit Indemnified Parties may retain counsel reasonably satisfactory to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthem after consultation with FNB; provided, however, that (1) FNB shall have the foregoing right to assume the defense thereof and upon such assumption FNB shall not apply be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between FNB and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after notification, and FNB shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) FNB shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (3) FNB shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), and (4) FNB shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law or to any Indemnified Party that commits fraud. Any Indemnified Party wishing to claim indemnification under this Section 5.13(g), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify FNB in writing thereof, provided that the failure of any Indemnified Party to so notify FNB shall not relieve it of its obligations hereunder except (and only) to the extent that any such untrue statement failure materially prejudices FNB. FNB’s obligations under this Section 5.13(g) continue in full force and effect for a period of a material fact or omission six years from the Effective Time; provided, however, that all rights to state a material fact was made by AMRE indemnification in reliance upon and in conformity with information concerning the Company or the Shareholders furnished to AMRE by the Company or the Shareholders in writing specifically for use in the Joint Proxy Statement/Prospectus. The Company agrees that the written information concerning the Company provided by it for inclusion in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meetings of the stockholders of AMRE and the Company, or, in the case of written information concerning the Company provided by the Company for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 nor any request for acceleration thereof will be made by AMRE or the Company without the approval of the other party, except as required by law. AMRE will advise the Company, promptly after it receives notice, of the time when the Form S-4 or any post effective supplement or amendment thereto has become effective, the issuance respect of any stop order, claim (a “Claim”) asserted or made within such period shall continue until the suspension final disposition of the qualification of the AMRE Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or requests by the SEC for additional information and will promptly provide the Company with copies of any responses filed by AMRE to SEC comments on the Form S-4such Claim. 5.2 Letter to the Company's Accountants. The Company shall use its best efforts to cause to be delivered to AMRE a letter from Deloitte & Touche LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to AMRE and the Company, in form and substance reasonably satisfactory to AMRE and customary in scope and substance of letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.