Exhibit 4.2
INDEMNIFICATION AGREEMENT
This Agreement, dated as of November 1, 1996, is by and among
Financial Guaranty Insurance Company (the "Insurer"), as the Insurer under the
certificate guaranty surety bonds (the "Policy") to be issued in connection with
the Certificates described below, EquiVantage Acceptance Corp. (the "Issuer")
and Prudential Securities Incorporated, as Representative (the "Representative")
of itself and Salomon Brothers Inc (collectively, the "Underwriters").
1. Definitions. As used in this Agreement, the following terms shall
have the respective meanings stated 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 Issuer and the Underwriters.
"Certificates" means the EquiVantage Home Equity Loan Asset-Backed
Certificates, Series 1996-4, Class A Fixed Rate issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of November 1, 1996 among the Issuer, as Sponsor, EquiVantage
Inc., as Servicer and Norwest Bank Minnesota, National Association, as
Trustee.
"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.
"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.
"Issuer Party" means the Issuer, each of its 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).
"Person" means any individual, partnership, joint venture,
corporation, trust or unincorporated organization or any government or
agency or political subdivision thereof.
"Prospectus" means the form of final Prospectus, dated May 7, 1996
as supplemented by the Prospectus Supplement included in the Registration
Statement on each date that the Registration Statement and any
post-effective amendment or amendments thereto became effective.
"Prospectus Supplement" means the form of final Prospectus
Supplement, dated November 19, 1996 relating to the offer and sale of the
Certificates.
"Registration Statement" means the registration statement on Form
S-3 of the Issuer (Registration No. 33-99364) relating to the Certificates
in the form in which it has become effective.
"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.
"Underwriting Agreement" means the Underwriting Agreement by and
among the Issuer, EquiVantage Inc. and the Representative, dated November
19, 1996.
"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.
2. Representations and Warranties of the Insurer. The Insurer
represents and warrants to the Underwriter and the Issuer 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 Policy and execute and deliver this Agreement and
to perform all of its obligations hereunder and thereunder.
2
(c) Authorization; Approvals. The issuance of the Policy and
the execution, delivery and performance of this 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 directors or
stockholders, are necessary for the Policy and this Agreement to
constitute the legal, valid and binding obligations of the Insurer.
(d) No Conflicts. The execution and delivery of this Agreement
and consummation of the transactions contemplated hereunder will not
result in the breach of any terms or provisions of the certificate of
incorporation or by-laws of Insurer, or result in the breach of a term or
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any material agreement or other
material instrument to which the Insurer or its property is subject, or
result in the violation of any law, rule, regulation, order, judgment or
decree to which the Insurer or any of its property is subject or result in
the creation of any lien on any of Insurer's assets or property (other
than pursuant to this Agreement).
(e) Enforceability. The Policy, when issued, and this
Agreement, will each constitute a legal, valid and binding obligation of
the Insurer, enforceable in accordance with its terms subject to
applicable laws affecting the enforceability of creditors' rights
generally and general principles of equity.
(f) Financial Information. The balance sheet of the Insurer as
of December 31, 1995 and the related statements of income, stockholders'
equity and cash flows for the fiscal year then ended, and the accompanying
footnotes, together with an opinion thereon dated January 19, 1996 of KPMG
Peat Marwick LLP, independent certified public accountants, a copy of
which is attached as Appendix A to the Prospectus, and the unaudited
balance sheets of the Insurer as of September 30, 1996 and the related
statements of income and cash flows for the six months then ended, and the
accompanying footnotes, a copy of which is attached as Appendix B to the
Prospectus (collectively, the "Insurer 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, except
for year-end changes and revisions required with respect to the unaudited
information, and, since September 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.
(g) Insurer Information. The information in the Prospectus as
of the date hereof under the captions "The Certificate Insurer" and "The
Certificate Insurance Policy" (collectively, the "Insurer Information") is
true and correct in
3
all material respects and does not contain any untrue statement of a fact
that is material to the Insurer's ability to perform its obligations under
the Policy.
(h) 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 ▇▇▇▇▇'▇
Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P"), or any other rating agency (collectively, the "Rating Agencies").
The Rating Agencies, in assigning such rating, may take into account facts
and assumptions not described in the Prospectus, and the facts and
assumptions which are considered by the Rating Agencies are subject to
change over time. The Insurer has not attempted to disclose all facts and
assumptions which the Rating Agencies deem relevant in assigning a rating
within a particular rating category to the Insurer's claims-paying
ability. Notwithstanding the foregoing, the Insurer is not aware of any
facts that, if disclosed to Moody's, or S&P, would be reasonably expected
to result in a downgrade of the rating of the claims-paying ability of the
Insurer by either of such Rating Agencies.
(i) 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 of it or would materially and
adversely affect its ability to perform its obligations under this
Agreement or the Policy.
(j) 1933 Act Registration. The Policy is exempt from
registration under the Act.
3. Agreements, Representations and Warranties of the Underwriters.
Each of the Underwriters severally represents and warrants to and agrees with
the Issuer and the Insurer that the statements contained in the Prospectus under
the caption "Underwriting" and relating to such Underwriter (referred to herein
as the "Underwriters Information") are true and correct in all material
respects.
4. Agreements, Representations and Warranties of the Issuer. The
Issuer represents and warrants to and agrees with the Insurer and the
Underwriters 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 fact that is material or omit to state a fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
4
(b) Organization. The Issuer is duly incorporated and existing
under the laws of the State of Delaware 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 make such qualification
necessary.
(c) Corporate Power. The Issuer has the corporate power and
authority to execute and deliver this Agreement, the Underwriting
Agreement, the Pooling and Servicing Agreement and to perform all of its
obligations hereunder and thereunder.
(d) Authorization; Approvals. The execution, delivery and
performance of this Agreement, the Underwriting Agreement and the Pooling
and Servicing Agreement by the Issuer 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 Issuer's board of directors or stockholders, are
necessary for this Agreement, the Underwriting Agreement and the Pooling
and Servicing Agreement to constitute the legal, valid and binding
obligations of the Issuer.
(e) No Conflicts. The execution and delivery of this Agreement
and consummation of the transactions contemplated hereunder will not
result in the breach of any terms or provisions of the certificate of
incorporation or by-laws of Issuer or result in the breach of a term or
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any material agreement or other
material instrument to which the Issuer or its property is subject, or
result in the violation of any law, rule, regulation, order, judgment or
decree to which the Issuer or any of its property is subject or result in
the creation of any lien on any of Issuer's assets or property (other than
pursuant to this Agreement).
(f) Enforceability. This Agreement, the Pooling and Servicing
Agreement and the Underwriting Agreement, will each constitute a legal,
valid and binding obligation of the Issuer, 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 Issuer and to
general principles of equity.
(g) No Litigation. There are no actions, suits, proceedings or
investigations pending, or to the best of the Issuer's knowledge,
threatened against it at law or in equity or before 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 of it or would
5
materially and adversely affect its ability to perform its obligations
under this Agreement, the Underwriting Agreement or the Pooling and
Servicing Agreement.
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 Issuer Party and each Underwriter Party against any and all Losses
incurred by them with respect to the offer and sale of the 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 Underwriters hereby severally and not jointly agree,
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 them which arise out of or are based upon (i) any
untrue statement or alleged untrue statement of a material fact in the
Underwriters Information or (ii) the omission or alleged omission to state
in the Underwriters Information a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(c) The Issuer 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 them with
respect to the offer and sale of the Certificates and resulting from the
Issuer's breach of any of its 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.
6. Insurer Undertaking. The Insurer hereby agrees that, for so long
as the Underwriters are required under the Act to deliver a Prospectus in
connection with the sale of the Certificates, the Insurer will furnish to either
the Representative or the Issuer, or both, upon written request of such party or
parties and at the expense of the Underwriters or the Issuer, as the case may
be, 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
and to the absence of footnotes) within a reasonable time after they are
available.
7. Notice to be Given to the 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 the Underwriter Party or Issuer
Party for the Losses
6
resulting from the Insurer's breach of a representation, warranty or agreement
hereunder; provided, however, that the Underwriter Party or Issuer 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 the
Underwriter Party or Issuer 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, the Issuer
Party or 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 its expense has been authorized in writing by the Insurer,
or (2) the Insurer 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 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 Issuer Parties and more than one counsel for all Underwriter Parties.
The Underwriter Parties and Issuer 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 the Issuer
Party or Underwriter Party, as the case may be, who is subject to such claim or
action, on the one hand and the Insurer Party who is subject to such claim or
action on the other hand; provided, however, that the consent of such Issuer
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 Issuer Party or Underwriter Party. Any failure by an Issuer
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.
7
8. Notice to be Given to the Representative. Except as provided
below in Section 10 with respect to contribution, the indemnification provided
herein by the Underwriters shall be the exclusive remedy of any Insurer Party
for the Losses resulting from the Underwriter'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
Representative written or telegraphic notice of such action or claim reasonably
promptly after receipt of written notice thereof. The Underwriters 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 Underwriters, 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 Representative, or (2) the Underwriters have 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 Underwriters 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 Underwriters
(in which case, if such Indemnified Party notifies the Representative in writing
that it elects to employ separate counsel at the expense of the Underwriters,
the Underwriters 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
Underwriters 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 Underwriters shall not be
liable for the fees and expenses of more than one counsel for all Insurer
Parties. The Insurer Party shall cooperate with the Underwriter Party and the
Issuer 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
the 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 Underwriters of
liability only if such failure is materially prejudicial to any legal pleadings,
grounds, defenses or remedies in respect thereof or the Underwriters' liability
hereunder and then only to the extent of such prejudice.
8
9. Notice to be Given to the Issuer. Except as provided below in
Section 10 with respect to contribution, the indemnification provided herein by
the Issuer shall be the exclusive remedy of any Insurer Party for the Losses
resulting from the Issuer'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 Issuer written or telegraphic
notice of such action or claim reasonably promptly after receipt of written
notice thereof. The Issuer 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 Issuer,
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 Issuer, or (2) the Issuer
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 Issuer 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 Issuer
(in which case, if such Indemnified Party notifies the Issuer in writing that it
elects to employ separate counsel at the expense of the Issuer, the Issuer 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 Issuer 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 Issuer shall not be liable for the fees and expenses of more
than one counsel for all Insurer Parties. The Insurer Party shall cooperate with
the Issuer Party and the Underwriter Party in resolving any event which would
give rise to 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 the Insurer Party, who is subject to such
claim or action, on the one hand and the Issuer Party 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 Issuer of liability
only if such failure is materially prejudicial to any legal pleadings, grounds,
defenses, or remedies in respect thereof or the Issuer's liability hereunder and
then only to the extent of such prejudice.
10. Contribution.
9
(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 Issuer Party (other than pursuant to Section
5 or 7 of this Agreement), the Insurer shall contribute to the aggregate
costs of liabilities arising from any breach of a representation or
warranty set forth in this Agreement on the basis of the relative fault of
all Underwriter Parties, all Issuer Parties and all Insurer Parties,
respectively.
(b) To provide for just and equitable contribution if the
indemnification provided by the Issuer is determined to be unavailable for
any Insurer Party (other than pursuant to Section 5 or 9 of this
Agreement), the Issuer shall contribute to the aggregate costs of
liabilities arising from any breach of a representation or warranty set
forth in this Agreement on the basis of the relative fault of all
Underwriter Parties, all Issuer Parties and all Insurer Parties.
(c) To provide for just and equitable contribution if the
indemnification provided by the Underwriters is determined to be
unavailable for any Insurer Party (other than pursuant to Section 5 or 8
of this Agreement), the Underwriters shall contribute to the aggregate
costs of liabilities arising from (i) any untrue statement or alleged
untrue statement of a material fact in the Underwriters Information or
(ii) the omission or alleged omission to state in the Underwriters
Information a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading on the basis of the relative fault of all
Underwriter Parties, all Issuer Parties and all Insurer Parties; provided
however, that the Underwriter Party shall not be liable for any amount in
excess of (i) the excess of the sales prices of the Certificates to the
public over the prices paid therefor by the Underwriters, over (ii) the
aggregate amount of any damages which the Underwriter Party has been
otherwise required to pay in respect of the same or any substantially
similar claim.
(d) The relative fault of each Indemnifying Party, on the one
hand, and of each Indemnified Party, on the other, 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) The parties agree that the Insurer shall be solely
responsible for the Insurer Information and for the Insurer Financial
Statements, that the Underwriters shall be solely responsible for the
Underwriters Information and that the Issuer shall be responsible for all
other information in the Registration Statement and in the Prospectus.
10
(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 Issuer Party or any Insurer Party, (ii) the
issuance of the Certificates or the Policy 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.
It is understood and agreed that the indemnities set forth in this
Agreement shall service the execution and delivery of this Agreement and the
issuance, sale and delivery of the Certificates.
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: Financial Guaranty Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
If to the Issuer: EquiVantage Acceptance Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
If to the Underwriter: Prudential Securities Incorporated
1 New York Plaza, 26th Floor
New York, New York 10292
Attn: Legal Department
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 Issuer and the
Representative.
11
13. Underwriting Agreement; Pooling and Servicing Agreement. This
Agreement in no way limits or otherwise affects the indemnification obligations
of the Issuer under (a) the Underwriting Agreement or (b) the Pooling and
Servicing Agreement.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall together constitute but one and the same
instrument.
12
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.
FINANCIAL GUARANTY INSURANCE
COMPANY
By:__________________________
Name:
Title:
EQUIVANTAGE ACCEPTANCE
CORP.
By:__________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
PRUDENTIAL SECURITIES
INCORPORATED
By:__________________________
Name:
Title:
[Indemnification Agreement]