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MBIA INSURANCE CORPORATION,
as Insurer
XXXXX HOME EQUITY CORPORATION,
as Company
and
PRUDENTIAL SECURITIES INCORPORATED,
as Underwriter
INDEMNIFICATION AGREEMENT
XXXXX HOME EQUITY CORPORATION TRUST 1996-1
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
CLASS A-1, CLASS A-2 and CLASS A-3 CERTIFICATES
Dated as of October 15, 1996
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TABLE OF CONTENTS
(This Table of Contents is for convenience of reference only and shall not
be deemed to be a part of this Agreement.)
Page
Section 1. Definitions.......................................................1
Section 2. Representations and Warranties of the Insurer.....................2
Section 3. Agreements, Representations and Warranties of the
Underwriter ....................................................3
Section 4. Agreements, Representations and Warranties of
the Company ....................................................4
Section 5. Indemnification...................................................5
Section 6. Insurer Undertaking...............................................5
Section 7. Notice To Be Given Insurer........................................5
Section 8. Notice To Be Given to the Underwriter.............................6
Section 9. Notice To Be Given the Company....................................7
Section 10. Contribution......................................................8
Section 11. Notices...........................................................9
Section 12. Governing Law, Etc...............................................10
Section 13. Insurance Agreement; Pooling and Servicing Agreement.............10
Section 14. Limitations......................................................10
Section 15. Counterparts.....................................................10
TESTIMONIUM
SIGNATURES
INDEMNIFICATION AGREEMENT
This Agreement, dated as of October 15, 1996, is by and among MBIA
Insurance Corporation (the "Insurer"), as the Insurer under the Certificate
Guaranty Insurance Policies (the "Policies") issued in connection th the Offered
Certificates described below, Xxxxx Home Equity Corporation as Company (the
"Company") and Prudential Securities Incorporated, as underwriter (the
"Underwriter").
Section 1. DEFINITIONS.Section 1. Definitions. As used in this Agreement,
the following terms shall have the respective meanings stated herein, unless the
context clearly requires otherwise, in both singular and plural form, as
appropriate. Capitalized terms used in this Agreement but not otherwise defined
herein will have the meanings ascribed to such terms in the Pooling and
Servicing Agreement (as described below).
"Act" means the Securities Act of 1933, as amended, together with all
related rules and regulations.
"Agreement" means this Indemnification Agreement by and among the
Insurer, the Company and the Underwriter.
"Company Party" means the Company and its respective parents,
subsidiaries and affiliates and any shareholder, director, officer,
employee, agent or any "controlling party" (as such term is used in the
Act") of any of the foregoing.
"Indemnified Party" means any party entitled to any indemnification
pursuant to Section 5 below, as the context requires.
"Indemnifying Party" means any party required to provide
indemnification pursuant to Section 5 below, as the context requires.
"Insurance Agreement" means the Insurance Agreement, dated as October
1, 1996, by and among the Insurer, Prudential Securities Secured Financing
Corporation, as Depositor, Xxxxx Home Equity Corporation, as Servicer,
Xxxxx Union Bank and Trust Company, as IUB, IHE Funding Corp., as Seller,
and The Chase Manhattan Bank, as Trustee.
"Insurer Party" means the Insurer and its respective parents,
subsidiaries and affiliates and any shareholder, director, officer,
employee, agent or any "controlling person" (as such term is used in the
Act) of any of the foregoing.
"Losses" means (i) any actual out-of-pocket loss paid by the party
entitled to indemnification or contribution hereunder, and (ii) any actual
out-of-pocket costs and expenses paid by such party, including reasonable
fees and expenses of its counsel, to the extent not paid, satisfied or
reimbursed from funds provided by any other Person (provided that the
foregoing shall not create or imply any obligation to pursue recourse
against any such other Person).
"Offered Certificates" means the Class A Certificates issued pursuant
to the Pooling and Servicing Agreement.
"Person" means any individual, partnership, joint venture,
corporation, trust or unincorporated organization or any government or
agency or political subdivision thereof.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of October 1, 1996 by and among the Depositor, the
Servicer and the Trustee.
"Prospectus Supplement" means the form of final Prospectus Supplement
dated October 9, 1996 and filed with the Securities and Exchange Commission
pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
"Registration Statement" means the registration statement on Form S-3
relating to the Offered Certificates.
"State Securities Law" means any state, local or foreign statute, and
any rule or regulation thereunder, regulating (i) transactions and dealings
in securities, (ii) any Person or entity engaging in such transactions or
advising with respect to securities or (iii) investment companies.
"Underwriter Party" means the Underwriter and its parents,
subsidiaries and affiliates and any shareholder, director, officer,
employee, agent or "controlling person" (as such term is used in the Act)
of any of the foregoing.
"Underwriting Agreement" means the Underwriting Agreement by and
between the Prudential Securities Secured Financing Corporation and the
Underwriter with respect to the offer and sale of the Class A Certificates,
as the same may be amended from time to time.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE INSURER.Section 2.
Representations and Warranties of the Insurer. The Insurer represents and
warrants to the Underwriter and the Company as follows:
(a) Organization and Licensing. The Insurer is a duly incorporated and
existing New York stock insurance company licensed to do business in the
State of New York.
(b) Corporate Power. The Insurer has the corporate power and authority
to issue the Policies and to execute and deliver this Agreement and the
Insurance Agreement and to perform all of its obligations hereunder and
thereunder.
(c) Authorization; Approvals. The issuance of the Policies and the
execution, delivery and performance of this Agreement and the Insurance
Agreement have been duly authorized by all necessary corporate proceedings.
No further approvals or filings of any kind, including, without limitation,
any further approvals of or further filing with any governmental agency or
other governmental authority, or any approval of the Insurer's board of
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directors or stockholders, are necessary for the Policies, this Agreement
and the Insurance Agreement to constitute the legal, valid and binding
obligations of the Insurer.
(d) Enforceability. The Policies, when issued, this Agreement and the
Insurance Agreement will constitute the legal, valid and binding
obligations of the Insurer, enforceable in accordance with their terms,
subject to applicable laws affecting the enforceability of creditors'
rights generally.
(e) Financial Information. The consolidated financial statements of
the Insurer as of December 31, 1995 and December 31, 1994 and for the three
years ended December 31, 1995 incorporated by reference in the Prospectus
Supplement (the "Insurer Audited Financial Statements"), fairly present in
all material respects the financial condition of the Insurer as of such
date and for the period covered by such statements in accordance with
generally accepted accounting principles consistently applied. The
consolidated financial statements of the Insurer and its subsidiaries for
the six months ended June 30, 1996 incorporated by reference in the
Prospectus Supplement (the "Insurer Unaudited Financial Statements")
present fairly in all material respects the financial condition of the
Insurer as of such date and for the period covered by such statements in
accordance with generally accepted accounting principles applied in a
manner consistent with the accounting principles used in preparing the
Insurer Audited Financial Statements, and, since June 30, 1996 there has
been no material change in such financial condition of the Insurer which
would materially and adversely affect its ability to perform its
obligations under the Policy.
(f) Insurer Information. The information in the Prospectus Supplement
under the caption "THE CERTIFICATE INSURANCE POLICIES AND THE CERTIFICATE
INSURER" (together with the Insurer Audited Financial Statements and the
Insurer Unaudited Financial Statements, the "Insurer Information") is true
and correct in all material respects as of the date thereof and hereof, and
does not contain any untrue statement of a fact that is material to the
Insurer's ability to perform its obligations under this Agreement, the
Policies or the Insurance Agreement.
(g) No Litigation. There are no actions, suits, proceedings or
investigations pending or, to the best of the Insurer's knowledge,
threatened against it at law or in equity or before or by any court,
governmental agency, board or commission or any arbitrator which, if
decided adversely, would materially and adversely affect its condition
(financial or otherwise) or operations or would materially and adversely
affect its ability to perform its obligations under this Agreement, the
Policies or the Insurance Agreement.
Section 3. AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE
UNDERWRITER.Section 3. Agreements, Representations and Warranties of the
Underwriter. The Underwriter represents and warrants to and agrees with the
Insurer that the statements in the Prospectus Supplement made in reliance upon
and in conformity with written information relating to the Underwriter furnished
to the Company specifically for use in the preparation of the Prospectus
Supplement (referred to herein as the "Underwriter Information") are true and
correct in all material respects.
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Section 4. AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.Section 4. Agreements, Representations and Warranties of the Company.
The Company represents and warrants to and agree with the Insurer and the
Underwriter as follows:
(a) Registration Statement. The information in the Registration
Statement, other than the Insurer Information, is true and correct in all
material respects and does not contain any untrue statement of a material
fact or omit to state a fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(b) Organization. The Company is duly incorporated and existing under
the laws of the state of its incorporation and is in good standing as a
foreign corporation in each jurisdiction in which the nature of its
business, or the properties owned or leased by it, makes such qualification
necessary.
(c) Corporate Power. The Company has the corporate power and authority
to execute and deliver this Agreement, the Pooling and Servicing Agreement
and the Insurance Agreement and to perform all of its obligations hereunder
and thereunder.
(d) Authorization; Approvals. The execution, delivery and performance
of this Agreement, the Pooling and Servicing Agreement and the Insurance
Agreement by the Company have been duly authorized by all necessary
corporate proceedings. No further approvals or filings of any kind,
including, without limitation, any further approvals of or further filing
with any governmental agency or other governmental authority, or any
approval of the Company's board of directors or stockholders, are necessary
for this Agreement, the Underwriting Agreement, the Pooling and Servicing
Agreement and the Insurance Agreement to constitute the legal, valid and
binding obligations of the Company.
(e) Enforceability. This Agreement, the Pooling and Servicing
Agreement, and the Insurance Agreement will each constitute a legal, valid
and binding obligation of the Company, enforceable in accordance with its
terms, subject, as to the enforcement of remedies, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
enforceability of creditors' rights generally applicable in the event of
the bankruptcy, insolvency or reorganization of the Company and to general
principles of equity.
(f) No Litigation. Except as disclosed in the Prospectus Supplement,
there are no other actions, suits, proceedings or investigations pending
or, to the best of the Company's knowledge, threatened against the Company
at law or in equity or before any court, governmental agency, board or
commission or any arbitrator which could be reasonably expected to
materially and adversely affect the Company's (i) condition (financial or
otherwise) or operations or (ii) ability to perform its respective
obligations under this Agreement, the Pooling and Servicing Agreement or
the Insurance Agreement.
(g) Compliance With Usury Laws. The Company is not in violation of,
and will not violate, any federal or state laws, rules or regulations
relating to the maximum amount of interest permitted to be received on
account of any loan of money with respect to the Mortgage Loans.
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Section 5. INDEMNIFICATION.Section 5. Indemnification. (a) The Insurer
hereby agrees, upon the terms and subject to the conditions of this Agreement,
to indemnify, defend and hold harmless each Company Party and each Underwriter
Party against any and all Losses incurred by them with respect to the offer and
sale of any of the Offered Certificates and resulting from the Insurer's breach
of any of its representations and warranties set forth in Section 2 of this
Agreement.
(b) The Underwriter hereby agrees, upon the terms and subject to the
conditions of this Agreement, to indemnify, defend and hold harmless each
Insurer Party against any and all Losses incurred by it with respect to the
offer and sale of any of the Offered Certificates and resulting from the
Underwriter's breach of any of its representations and warranties set forth in
Section 3 of this Agreement.
(c) The Company hereby agrees, upon the terms and subject to the conditions
of this Agreement, to indemnify, defend and hold harmless each Insurer Party
against any and all Losses incurred by it with respect to the offer and sale of
any of the Offered Certificates and resulting from the breach by the Company of
any of the representations and warranties set forth in Section 4 of this
Agreement.
(d) Upon the incurrence of any Losses entitled to indemnification
hereunder, the Indemnifying Party shall reimburse the Indemnified Party promptly
upon establishment by the Indemnified Party to the Indemnifying Party of the
Losses incurred.
Section 6. INSURER UNDERTAKING.Section 6. Insurer Undertaking. The Insurer
hereby agrees that, for so long as the Underwriter is required under the Act to
deliver a prospectus in connection with the sale of any of the Offered
Certificates, the Insurer will furnish to either the Underwriter or the Company,
or both, upon written request of such party or parties and at the expense of the
Company, copies of the Insurer's most recent financial statements (annual or
interim, as the case may be) prepared in accordance with generally accepted
accounting principles (subject, as to interim statements, to normal year-end
adjustments) within a reasonable time after they are available.
Section 7. NOTICE TO BE GIVEN INSURER.Section 7. Notice To Be Given
Insurer. Except as provided in Section 10 below with respect to contribution,
the indemnification provided herein by the Insurer shall be the exclusive remedy
of each Underwriter Party or Company Party for the Losses resulting from the
Insurer's breach of a representation, warranty or agreement hereunder; provided,
however, that each Underwriter Party or Company Party shall be entitled to
pursue any other remedy at law or in equity for any such breach so long as the
damages sought to be recovered shall not exceed the Losses incurred thereby
resulting from such breach. In the event that any action or regulatory
proceeding shall be commenced or claim asserted which may entitle each
Underwriter Party or Company Party to be indemnified under this Agreement, such
party shall give the Insurer written or telegraphic notice of such action or
claim reasonably promptly after receipt of written notice thereof. The Insurer
shall be entitled to participate in the defense of any such action or claim in
reasonable cooperation with, and with the reasonable cooperation of, each
Company Party or each Underwriter Party, as the case may be. The Indemnified
Party will have the right to employ its own counsel in any such action in
addition to counsel for the Insurer, but the fees and expenses of such counsel
will be at the expense of such Indemnified Party unless (1) the employment of
counsel by the Indemnified Party at the Insurer's expense has been authorized in
writing by the Insurer, (2) the Insurer has not in fact employed counsel to
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assume the defense of such action within a reasonable time after receiving
notice of the commencement of the action or (3) the named parties to any such
action include the Insurer on the one hand and, on the other hand, the
Indemnified Party, and such Indemnified Party shall have been advised by counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the Insurer (in which case, if such
Indemnified Party notifies the Insurer in writing that it elects to employ
separate counsel at the expense of the Insurer, the Insurer shall not have the
right to assume the defense of such action or proceeding on such Indemnified
Party's behalf), in each of which cases the reasonable fees and expenses of
counsel (including local counsel) will be at the expense of the Insurer, and all
such fees and expenses will be reimbursed promptly as they are incurred but, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, the Insurer shall not be liable for the fees and expenses of more
than one counsel for all Company Parties and more than one counsel for all
Underwriter Parties. The Underwriter Parties and Company Parties shall cooperate
with the Insurer Parties in resolving any event which would give rise to an
indemnity obligation pursuant to Section 5(a) hereof in the most efficient
manner. No settlement of any such claim or action shall be entered into without
the consent of each Company Party or each Underwriter Party, as the case may be,
who is subject to such claim or action, on the one hand, and each Insurer Party
who is subject to such claim or action, on the other hand; provided, however,
that the consent of such Company Party or such Underwriter Party, as applicable,
shall not be required if such settlement fully discharges, with prejudice
against the plaintiff, the claim or action against such Company Party or
Underwriter Party. Any failure by an Company Party or Underwriter Party, as the
case may be, to comply with the provisions of this Section shall relieve the
Insurer of liability only if such failure is materially prejudicial to any legal
pleadings, grounds, defenses or remedies in respect thereof or the Insurer's
financial liability hereunder, and then only to the extent of such prejudice.
Section 8. NOTICE TO BE GIVEN TO THE UNDERWRITER.Section 8. Notice To
Be Given to the Underwriter. Except as provided below in Section 10 with respect
to contribution, the indemnification provided herein by the Underwriter shall be
the exclusive remedy of any Insurer Party for the Losses resulting from any
Underwriter's breach of a representation, warranty or agreement hereunder;
provided, however, that each Insurer Party shall be entitled to pursue any other
remedy at law or in equity for any such breach so long as the damages sought to
be recovered shall not exceed the Losses incurred thereby resulting from such
breach. In the event that any action or regulatory proceeding shall be commenced
or claim asserted which may entitle each Insurer Party to be indemnified under
this Agreement, such party shall give the Underwriter written or telegraphic
notice of such action or claim reasonably promptly after receipt of written
notice thereof. The Underwriter shall be entitled to participate in the defense
of any such action or claim in reasonable cooperation with, and with the
reasonable cooperation of, the Insurer Party. The Indemnified Party will have
the right to employ its own counsel in any such action in addition to counsel
for the Underwriter, but the fees and expenses of such counsel will be at the
expense of such Indemnified Party unless (1) the employment of counsel by the
Indemnified Party at its expense has been authorized in writing by the
Underwriter, (2) the Underwriter has not in fact employed counsel to assume the
defense of such action within a reasonable time after receiving notice of the
commencement of the action or (3) the named parties to any such action include
the Underwriter on the one hand and, on the other hand, the Indemnified Party,
and such Indemnified Party shall have been advised by counsel that there may be
one or more legal defenses available to it which are different from or
additional to those available to the Underwriter (in which case, if such
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Indemnified Party notifies the Underwriter in writing that it elects to employ
separate counsel at the expense of the Underwriter, the Underwriter shall not
have the right to assume the defense of such action or proceeding on such
Indemnified Party's behalf), in each of which cases the reasonable fees and
expenses of counsel will be at the expense of the Underwriter, and all such fees
and expenses will be reimbursed promptly as they are incurred but, in connection
with any one action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, the Underwriter shall not be liable for the fees and expenses of
more than one counsel for all Insurer Parties. The Insurer Party shall cooperate
with each Underwriter Party and each Company Party in resolving any event which
would give rise to an indemnification obligation pursuant to Section 5(b) hereof
in the most efficient manner. No settlement of any such claim or action shall be
entered into without the consent of the Insurer Party who is subject to such
claim or action, on the one hand, and each Underwriter Party who is subject to
such claim or action, on the other hand; provided, however, that the consent of
such Insurer Party shall not be required if such settlement fully discharges,
with prejudice against the plaintiff, the claim or action against such Insurer
Party. Any failure by an Insurer Party to comply with the provisions of this
Section shall relieve the Underwriter of liability only if such failure is
materially prejudicial to any legal pleadings, grounds, defenses or remedies in
respect thereof or the Underwriter's liability hereunder, and then only to the
extent of such prejudice.
Section 9. NOTICE TO BE GIVEN THE COMPANY.Section 9. Notice To Be Given the
Company. Except as provided below in Section 10 with respect to contribution,
the indemnification provided herein by the Company shall be the exclusive remedy
of any Insurer Party for the Losses resulting from the Company's breach of a
representation, warranty or agreement hereunder; provided, however, that the
Insurer Party shall be entitled to pursue any other remedy at law or in equity
for any such breach so long as the damages sought to be recovered shall not
exceed the Losses incurred thereby resulting from such breach. In the event that
any action or regulatory proceeding shall be commenced or claim asserted which
may entitle an Insurer Party to be indemnified under this Agreement, such party
shall give the Company written or telegraphic notice of such action or claim
reasonably promptly after receipt of written notice thereof. The Company shall
be entitled to participate in the defense of any such action or claim in
reasonable cooperation with, and with the reasonable cooperation of, each
Insurer Party. The Indemnified Party will have the right to employ its own
counsel in any such action in addition to counsel for the Company, but the fees
and expenses of such counsel will be at the expense of such Indemnified Party
unless (1) the employment of counsel by the Indemnified Party at its expense has
been authorized in writing by the Company, (2) the Company has not in fact
employed counsel to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action or (3) the named
parties to any such action include the Company, on the one hand, and, on the
other hand, the Indemnified Party, and such Indemnified Party shall have been
advised by counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the Company (in
which case, if such Indemnified Party notifies the Company in writing that it
elects to employ separate counsel at the expense of the Company, the Company
shall not have the right to assume the defense of such action or proceeding on
such Indemnified Party's behalf), in which case the reasonable fees and expenses
of counsel will be at the expense of the Company, and all such fees and expenses
will be reimbursed promptly as they are incurred but, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, the
Company shall not be liable for the fees and expenses of more than one counsel
for all Insurer Parties. Each Insurer Party shall cooperate with each Company
Party and each Underwriter Party in resolving any event which would give rise to
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an indemnification obligation pursuant to Section 5(c) hereof in the most
efficient manner. No settlement of any such claim or action shall be entered
into without the consent of each Insurer Party who is subject to such claim or
action, on the one hand, and the Company Party, on the other hand; provided,
however, that the consent of such Insurer Party shall not be required if such
settlement either: (i) fully discharges, with prejudice against the plaintiff,
the claim or action against such Insurer Party, or (ii) partially discharges,
with prejudice against the plaintiff, a portion of the claim or action against
such Insurer Party, in which case the Company shall remain fully liable for the
undischarged portion of such claim or action to the extent of its liability
under this Agreement and in accordance with the provisions of this Agreement.
Any failure by an Insurer Party to comply with the provisions of this Section
shall relieve the Company of liability only if such failure is materially
prejudicial to any legal pleadings, grounds, defenses or remedies in respect
thereof or the Company's liability hereunder, and then only to the extent of
such prejudice.
Section 10. CONTRIBUTION.Section 10. Contribution. (a) To provide for just
and equitable contribution if the indemnification provided by the Insurer is
determined to be unavailable for any Underwriter Party or Company Party (other
than by reason of failure to comply with to Section 5 or 7 of this Agreement),
the Insurer shall contribute to the compensation for Losses arising from any
breach of a representation or warranty set forth in this Agreement on the basis
of the relative fault of and relative benefit to all Underwriter Parties, all
Company Parties and all Insurer Parties, respectively.
(b) To provide for just and equitable contribution if the indemnification
provided by the Company is determined to be unavailable for any Insurer Party
(other than by reason of failure to comply with Section 5 or 9 of this
Agreement), the Company agrees to contribute to the compensation for Losses
arising from any breach of a representation or warranty set forth in this
Agreement on the basis of the relative fault of and relative benefit to all
Underwriter Parties, all Company Parties and all Insurer Parties, respectively.
(c) To provide for just and equitable contribution if the indemnification
provided by the Underwriter is determined to be unavailable for any Insurer
Party (other than by reason of failure to comply with Section 5 or 8 of this
Agreement), the Underwriter shall contribute to compensation for Losses arising
from any breach of a representation or warranty set forth in this Agreement on
the basis of the relative fault of and relative benefit to all Underwriter
Parties, all Company Parties and all Insurer Parties.
(d) The relative fault of each Indemnifying Party, on the one hand, and of
each Indemnified Party, on the other hand, shall be determined by reference to,
among other things, whether the breach of, or alleged breach of, any of its
representations and warranties set forth in Section 2, 3 or 4 of this Agreement
relates to information supplied by, or action within the control of, the
Indemnifying Party or the Indemnified Party and the Parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
breach.
(e) Relative benefit with respect to the Underwriter and the Company shall
be deemed to be in the same proportions as the net proceeds from the offering of
the Offered Certificates (before deducting expenses) received by the Company and
the total underwriting discounts and commissions received by the Underwriter, in
each case as set forth on the cover of the Prospectus Supplement as amended or
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supplemented bear to the initial aggregate public offering price as set forth
thereon. Relative benefit of the Insurer shall be determined by reference to the
aggregate Premium (as defined in the Insurance Agreement) paid to the Insurer.
(f) No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
(g) The indemnity and contribution agreements contained in this Agreement
shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter Party, any Company Party
or any Insurer Party, (ii) the issuance of any Offered Certificates or the
Policies or (iii) any termination of this Agreement.
(h) Upon the incurrence of any Losses entitled to contribution hereunder,
the contributor shall reimburse the party entitled to contribution promptly upon
establishment by the party entitled to contribution to the contributor of the
Losses incurred.
Section 11. NOTICES.Section 11. Notices. All notices and other
communications provided for under this Agreement shall be addressed to the
address set forth below as to each party or at such other address as shall be
designated by a party in a written notice to the other party.
If to the Insurer: MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
If to the Company: Xxxxx Home Equity Corporation
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxx, XX 000000
Attention: Xxxxx Xxxxxx
If to the Underwriter: Prudential Securities Incorporated
One Xxx Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Section 12. Governing Law, Etc. This Agreement shall be deemed to be a
contract under the laws of the State of New York and shall be governed by and
construed in accordance with the laws of the State of New York without regard to
its conflicts of laws provisions. This Agreement may not be assigned by any
party without the express written consent of each other party. Amendments of
this Agreement shall be in writing signed by each party. This Agreement shall
not be effective until executed by each of the Insurer, the Company and the
Underwriter.
Section 13. Insurance Agreement; Pooling and Servicing Agreement. This
Agreement in no way limits or otherwise affects the indemnification obligations
of the Company under (a) the Insurance Agreement or (b) the Pooling and
Servicing Agreement.
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Section 14. Limitations. Nothing in this Agreement shall be construed as a
representation or undertaking by the Insurer concerning maintenance of the
rating currently assigned to its claims-paying ability by Xxxxx'x Investors
Service, Inc. ("Moody's") and/or Standard & Poor's Ratings Group ("S&P") or any
other rating agency.
Section 15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized, all as of the date first above written.
MBIA INSURANCE CORPORATION
By /s/ Xxxx X. Xxxxxx
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Title Assistant Secretary
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XXXXX HOME EQUITY CORPORATION
By /s/ Xxxxxxx X. Xxxxx
` ----------------------------
Title Secretary
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PRUDENTIAL SECURITIES INCORPORATED
By /s/ Xxxxxxx Xxxxx
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Title Vice President
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