Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including counsel's fees and disbursements) (collectively, the “"Costs”) "), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of of-pocket costs and expenses (including legal fees and any costs associated with any upfront due diligence costs, including appraisals) incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, (i) limitation all the reasonable fees, disbursements and expenses of counsel to BuyerBuyer which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder and all initial set-up costs with the Custodian and the Disbursement Agent. Seller agrees to pay as and when billed by Buyer all of the out-of-pocket costs and expenses (including legal fees) incurred by Buyer in connection with the development, preparation and (ii) execution of any amendment, supplement or modification to this Agreement, any other Repurchase Document or any other documents prepared in connection therewith. Subject to the limitations set forth in Section 27, Seller agrees to pay Buyer all the out of pocket due diligence, inspection, appraisals, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 23, 39 24 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES27. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan asset level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct. This Section 16(a) shall not apply with respect to Taxes other than Taxes that represent losses, damages, claims, costs and expenses arising from any non-Tax claim. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsCollateral, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesRental Property, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, thatwhich, in each case, results from anything other than such the Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellersuch Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under this Agreement, the Note, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller Each Borrower agrees to pay as and when billed by Buyer Lender all of the out-of of-pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, execution and enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith, including reasonable legal fees and expenses; provided that Borrowers’ collective reimbursement obligation under this Section 16(b) with respect to Lender’s legal fees incurred in connection with the development, preparation and execution of the Facility Documents on or prior to the Closing Date shall be capped at the Legal Fee Cap or such other amount as may be mutually agreed among Borrowers and Lender. Seller Each Borrower agrees to pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) including filing fees and all the reasonable fees, fees and disbursements and expenses of counsel to BuyerLender which amount shall be deducted from the Advance Amount advanced for the first Advance hereunder. Subject to the limitations set forth in Section 19 hereof, and (ii) each Borrower agrees to pay Lender all the reasonable due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender with respect to Rental Property pledged by Borrowers to secure Advances under this Agreement, including those out-of-pocket costs and expenses incurred by Lender pursuant to Sections 23, 39 16(b) and 44 19 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Borrowers from time to time to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunderRepayment Amount, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this AgreementAccrued Interest, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery due under this Agreement shall be full recourse obligations of the Purchased Loans by Buyer against full payment thereforBorrowers.

Indemnification and Expenses. (a) Seller agrees The Borrowers and the Guarantor agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers. (b) Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the out-of pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Warehouse Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender in connection with the execution of this Warehouse Agreement, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Warehouse Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2310.03(a), 39 10.14 and 44 hereof. Seller also agrees not to assert 10.16 hereof other than any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys costs and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to expenses incurred in connection with the Program Documents, the actual or proposed use Lender's rehypothecation of the proceeds Mortgage Loans prior to an Event of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE Default and (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCTiii) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable initial and ongoing fees and expenses incurred by the Custodian in connection with the performance of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights duties under the Program DocumentsCustodial Agreement. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Borrower agrees to hold Buyer, its Affiliates Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party Lender in connection with any the Asset (from and after Lender’s acquisition of title thereto pursuant to the exercise of remedies under the Loan Documents or a transfer-in-lieu thereof) for any sum owing thereunder, or to enforce any provisions of any Loanthe Asset, Seller Borrower will save, indemnify and hold such Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation of Borrower thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any Indemnified Party Lender as and when billed by such Indemnified Party Lender for all such Indemnified PartyLender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counseloutside counsel (including all reasonable fees and disbursements incurred in any action or proceeding between Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller hereby acknowledges This Section 11.03(a) shall not apply with respect to Taxes other than any Taxes that the obligations of Seller under this Agreement are recourse obligations of Sellerrepresent losses, claims, damages, etc. arising from any non-Tax claim. (b) Seller Borrower agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred by Lender in connection with with: (i) the negotiation, preparation and execution of this Loan Agreement, the Note, any other Loan Document or any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, any fees and expenses due to the Loan Servicer (iother than master servicing fees in excess of the Loan Servicing Fee) and (ii) any amendment, modification or supplement to this Loan Agreement, the Note and/or any other Loan Document, promptly after written demand therefor by Lender, including, without limitation, in each case, (A) all the reasonable fees, disbursements and expenses of outside counsel to BuyerLender, and (iiB) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses reasonably incurred by Buyer Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise (C) fees relating to the Program Documentsfiling of UCC financing statements, the actual or proposed use of the proceeds of the Transactionsand (D) fees relating to UCC searches for Borrower in jurisdictions listed on Schedule 5. This Section 11.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, this Agreement or claims, damages, etc. arising from any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESnon-Tax claim. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) The Seller agrees to hold Buyerthe Buyer and the Agent (or the Buyer or the Agent, as the case may be) and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. . (b) In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any Indemnified Party as and when billed by such an Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Sellercounsel as and when billed by such Indemnified Party. (bc) The Seller agrees to pay as and when billed by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) all of the out-of of-pocket costs and expenses incurred by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) in connection with the development, preparation, negotiation, administration, enforcement negotiation and execution of, and any amendment, waiver, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller agrees to pay as and when billed by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Buyer and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) with respect to Purchased Items under this Repurchase Agreement, including, but not limited to, those costs and expenses incurred by the Buyer pursuant to Sections 2313.04(a), 39 13.06 and 44 13.23 hereof. The Seller also agrees not to assert any claim against the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Repurchase Documents, the actual or proposed use of the proceeds of the Transactions, this Repurchase Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (cd) If the Seller fails to pay when due any costs, expenses or other amounts payable by it under this Repurchase Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Seller by Buyerthe Buyer and the Agent (or the Buyer or the Agent, as the case may be) (including without limitation by the Buyer netting such amount from the proceeds of any Purchase Price paid by the Buyer to the Seller hereunder), in its sole discretion and the Seller shall remain liable for any such payments by the Buyer. No such payment by the Buyer shall be deemed a waiver of any of the Buyer’s rights under the Program Repurchase Documents. (de) Without prejudice to the survival of any other agreement of the Seller hereunder, the covenants and obligations of the Seller contained in this Section 23 13.04 shall survive the termination of this Repurchase Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by the Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all actual liabilities, actual losses, damages, judgments, documented out of pocket costs and reasonable expenses of any kind (including reasonable fees of counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Mortgage Loans, but excluding any Taxes otherwise expressly indemnified against, or excluded from indemnification, under in Section 8 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party in connection with a third party claim (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of a Servicer), that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction pursuant to a final judgment). Without limiting the generality of the foregoing, Seller ▇▇▇▇▇▇ agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Mortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction pursuant to a final judgment). In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Mortgage Loans for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Mortgage Loans, Seller will save, indemnify and hold such Indemnified Party harmless from and against all actual expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller ▇▇▇▇▇▇ also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s actual and documented out of pocket costs and reasonable expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its external counsel. Seller’s agreements in this Section 17 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that the its obligations of Seller under this Agreement hereunder are recourse obligations of Seller. (b) Seller agrees and are not limited to pay as and when billed by Buyer all of recoveries each Indemnified Party may have with respect to the out-of pocket costs and expenses incurred by Buyer Purchased Mortgage Loans. Notwithstanding anything to the contrary in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller ▇▇▇▇▇ also agrees agree not to assert any claim against Buyer the other or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documentsfacility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (cb) If Seller fails ▇▇▇▇▇▇ agrees to pay as and when billed by ▇▇▇▇▇ all of the out-of-pocket and documented costs and reasonable expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by ▇▇▇▇▇ all of the out-of-pocket and documented costs and reasonable expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation filing fees and all the reasonable fees, disbursements and expenses of outside counsel to Buyer which amount may be deducted from the Purchase Price paid for the first Transaction hereunder. Subject to the limitations set forth in Sections 20 and 31 hereof, Seller agrees to pay Buyer all the out-of-pocket due any costsand documented diligence, inspection, testing and review costs and reasonable expenses or other amounts payable incurred by it Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, without limitationbut not limited to, those out-of-pocket and documented costs and reasonable fees expenses incurred by Buyer pursuant to Sections 16(b) and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer20 hereof. Notwithstanding the foregoing, in its sole discretion and Seller no event shall remain liable for any such payments by Buyer. No such payment the amounts incurred by Buyer shall be deemed a waiver on or prior to the Closing Date that are reimbursable by Seller pursuant to this Section 17(b) exceed $[***]; provided, however, that in the event there are extensive delays prior to the Closing Date, unanticipated issues arise or structural changes occur during the course of any the negotiation of Buyer’s rights under this Agreement or the Program Facility Documents, the parties agree to adjust the foregoing limitation as mutually determined by the parties in good faith. (dc) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and The obligations of Seller contained in this Section 23 shall survive from time to time to pay the termination of this AgreementRepurchase Price, the payment in full of the Repurchase Price Differential, and all other amounts payable hereunder and delivery due under this Agreement shall be full recourse obligations of the Purchased Loans by Buyer against full payment thereforSeller.

Indemnification and Expenses. (a) Seller agrees and Guarantor agree to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and actual and documented out-of-pocket costs and expenses (including reasonable fees of any kind counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including any losses due to servicing errors or omissions on the part of Guarantor, that, in each case, results from anything other than any an Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of Seller and Guarantor agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Purchased Assets, Underlying Assets and Pledged Assets relating to or arising out of any violation Taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Assets, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset, Underlying Asset or Pledged Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, Underlying Asset or Pledged Asset, Seller and Guarantor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller or Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller and Guarantor also agrees agree to reimburse any an Indemnified Party promptly as and when billed by such Indemnified Party for all such the Indemnified Party’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the reasonable third-party out-of of-pocket costs and expenses incurred by Buyer in connection (i) with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller agrees , provided, however, that Seller’s obligation with respect to pay as and when billed by Buyer all payment of amounts due under this clause (i) shall be limited to the Fee Cap, assuming reasonable negotiation, no extensive delays from commencement to closing, no unanticipated issues arising or structural changes during the course of the reasonable out-of-pocket costs and expenses incurred in connection negotiation, (ii) with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, (i) limitation filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder, (iii) all reasonable third-party out-of-pocket expenses of the Buyer and the Buyer’s counsel (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Facility Documents and (iiiv) all reasonable fees and expenses of the Verification Agent and the Custodian. Subject to the limitations set forth in Section 32 hereof, Seller agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items Mortgage Loans and REO Properties submitted by Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 23, 39 18(b) and 44 21 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and The obligations of Seller contained in this Section 23 shall survive from time to time to pay the termination of this AgreementRepurchase/Release Price, the payment in full of the Periodic Advance Repurchase Price Payments, and all other amounts payable hereunder and delivery of due under this Agreement shall be full recourse obligations to the Purchased Loans by Buyer against full payment thereforSeller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Except to the extent expressly set forth in Section 4.12 and Section 3.02 (to the extent such Indemnified Party’s rights under this Section 14.04(a) would arise as a result of amounts being incurred prior to the 90-day period set forth in Section 3.02(c) or as a result of costs not being imposed on similarly situated sellers in Sections 3.02(a) or (b)), and without duplication of any amounts paid to Buyer by Seller under Section 3.02 or Section 4.12, the Seller agrees to hold Buyerthe Buyer and the Agent (or the Buyer or the Agent, as the case may be) and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. . (b) In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any Indemnified Party as and when billed by such an Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay counsel as and when billed by such Indemnified Party. (c) The Seller agrees to pay within [***] following receipt of an invoice therefor from the Buyer and the Agent (or the Buyer or the Agent, as the case may be) all of the out-of of-pocket costs and expenses incurred by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) in connection with the development, preparation, negotiation, administration, enforcement negotiation and execution of, and any amendment, waiver, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller agrees to pay within [***] following receipt of an invoice therefor from the Buyer and the Agent (or the Buyer or the Agent, as and when billed by Buyer the case may be) all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Buyer and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) with respect to Purchased Items under this Repurchase Agreement, including, but not limited to, those costs and expenses incurred by the Buyer pursuant to Sections 2314.04(a), 39 14.06 and 44 14.23 hereof. The Seller also agrees not to assert any claim against the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Repurchase Documents, the actual or proposed use of the proceeds of the Transactions, this Repurchase Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (cd) If the Seller fails to pay when due any costs, expenses or other amounts payable by it under this Repurchase Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Seller by Buyerthe Buyer and the Agent (or the Buyer or the Agent, as the case may be) (including without limitation by the Buyer netting such amount from the proceeds of any Purchase Price paid by the Buyer to the Seller hereunder), in its sole discretion and the Seller shall remain liable for any such payments by the Buyer. No such payment by the Buyer shall be deemed a waiver of any of the Buyer’s rights under the Program Repurchase Documents. (de) Without prejudice to the survival of any other agreement of the Seller hereunder, the covenants and obligations of the Seller contained in this Section 23 14.04 shall survive the termination of this Repurchase Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by the Buyer against full payment therefor. (f) This Section 14.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification and Expenses. (a) Seller Sellers agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (other than Taxes, Excluded Taxes, and Other Taxes, which are the subject of Section 3(h)(i) and Section 5) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Sellers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerSellers. Seller Sellers also agrees agree to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Sellers hereby acknowledges acknowledge that the obligations of Seller Sellers under this Agreement are recourse obligations of SellerSellers. (b) Seller agrees Sellers agree to pay as and when billed by Buyer all of the out-of pocket costs and expenses (other than Taxes, Excluded Taxes, and Other Taxes, which are the subject of Section 3(h)(i) and Section 5) incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewiththerewith commencing on and after April 15, 2013. Seller agrees Sellers agree to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable and documented fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections this Section 23, 39 Sections 25 and 44 43 hereof, subject to the limitations set forth in Section 43. Seller Sellers also agrees agree not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails Sellers fail to pay when due any costs, expenses or other amounts payable by it them under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller Sellers by BuyerBuyer (including without limitation by Buyer netting such amount from the proceeds of any Purchase Price paid by Buyer to Sellers hereunder), in its sole discretion and Seller Sellers shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller Sellers hereunder, the covenants and obligations of Seller Sellers contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans Certificates by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.16 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerAgent, its Affiliates Lender, and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”"INDEMNIFIED PARTY") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”"COSTS") relating to or arising out of this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's (i) gross negligence or willful misconduct, or (ii) actions, to the extent that they are determined in a final non-appealable judgment of a court of competent jurisdiction to constitute a breach by Agent and Lender of a written agreement between Agent and Lender and any other Person. Without limiting the generality of the foregoing, Seller Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices practices, and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller Borrower under the Note, this Agreement and the other Loan Documents are recourse obligations of SellerBorrower. (b) Seller Borrower agrees to pay as and when billed by Buyer Agent all of the out-of of-pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller Borrower agrees to pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with any actions taken at the request of Borrower with respect to the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and Agent; (ii) all fees, disbursements and expenses of the Custodian and (iii) in the event of a Default or Event of Default under this Agreement, all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Agent with respect to Purchased Items Collateral under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender pursuant to Sections 23, 39 12.03(a) and 44 12.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Each of LEAF and the Borrower agrees to hold Buyerthe Lender, its Affiliates the Collateral Agent, the Backup Servicer, and the Hedge Counterparty and each of their officers, directors, employeesmanagers, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatas a result of (i) the failure by such LEAF Party to comply in any material respect with any applicable law, rule or regulation with respect to any Contract or any item of Equipment, or the nonconformity of any Contract or the origination or servicing thereof with any such applicable law, rule or regulation, (ii) except as permitted by the Loan Documents, commingling of the Proceeds of the Collateral at any time with other funds or (iii) the breach by such LEAF Party of any of its respective representations, warranties or covenants contained in this Loan Agreement or any other Loan Document, except, in each case, results to the extent arising from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality misconduct or breach of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductits obligations. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller LEAF and the Borrower, as the case may be, will save, indemnify and hold such each Indemnified Party harmless from and against all reasonable expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller such LEAF Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellera LEAF Party. Seller also agrees The Lender hereby acknowledges that, notwithstanding the fact that the Secured Obligations are secured by the Collateral, each Secured Obligation is otherwise a non-recourse obligation of the Borrower. Notwithstanding anything herein to reimburse the contrary, (x) neither LEAF nor the Borrower shall have any obligation to indemnify any Indemnified Party as and when billed by for any of the following: (i) indemnified amounts to the extent a final judgment of a court of competent jurisdiction holds that such indemnified amounts resulted from gross negligence or willful misconduct on the part of any successor Servicer or the Indemnified Party for all seeking indemnification; (ii) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s costs and expenses incurred in connection with 's principal executive office is located, on or measured by the enforcement or the preservation overall net income of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.; (biii) Seller agrees indemnified amounts to pay as the extent that they are or result from lost profits (other than principal, yield and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer fees with respect to Purchased Items under this Agreementthe Advances); and (iv) indemnified amounts to the extent that they constitute claims against any LEAF Party for consequential, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential indirect or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.damages; and

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted assessed against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation limitation, laws with respect to unfair or deceptive lending practices practices, and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Each Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers. (b) Seller agrees The Borrowers agree, jointly and severally, to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees The Borrowers agree, jointly and severally, to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and the Lender (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.15 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys 11.16 hereof and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCTiii) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, all reasonable fees costs and expenses of counsel and indemnities, such amount may be paid on behalf of Seller incurred by Buyer, the Lender in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver connection with the underwriting or re-underwriting of any of Buyer’s rights under the Program DocumentsMortgage Loan from time to time. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (ai) Seller Borrower agrees to hold Buyer, its Affiliates Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results except to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductmisconduct or, if ▇▇▇▇▇▇▇ Mac is acting as the Servicer, arising from the negligence of the Servicer. In any suit, proceeding or action brought by an Indemnified Party Lender in connection with any Loan the Underlying Loans for any sum owing thereunder, or to enforce any provisions of any Loanthe Underlying Loan Documents, Seller Borrower will save, indemnify and hold such Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation of Borrower thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any Indemnified Party Lender as and when billed by such Indemnified Party Lender for all such Indemnified PartyLender’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all reasonable fees and disbursements incurred in any action or proceeding between Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller Borrower under this Agreement the Note are recourse obligations of SellerBorrower. (bii) Seller Borrower agrees to pay as and when billed by Buyer Lender all of the out-of pocket reasonable costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as , and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby includingthereby, including without limitation, limitation (ia) all the reasonable fees, disbursements and expenses of counsel to BuyerLender, (b) all the inspection and review costs and expenses reasonably incurred by Lender with respect to Collateral under this Loan Agreement, and (iic) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise fees relating to the Program Documents, the actual or proposed use filing of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESUCC financing statements. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party the Lender (collectively, the “"Costs”) "), relating to or arising out of of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s the Lender's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party the Lender harmless from and indemnify such Indemnified Party the Lender against all Costs with respect to all Wet-Ink Mortgage Loans relating to or arising out of any breach, violation or alleged breach or violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Each Seller jointly and severally, agrees to indemnify and hold Buyerharmless each of the Buyers, its the Agent, the Sole Lead Arranger and their respective Affiliates and each of Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify against any Indemnified Party against and all liabilitiesclaims, damages, losses, damagesliabilities, judgmentscosts, costs and expenses of any kind which (including, without limitation, attorneys’ fees and disbursements) (“Costs”) that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, thatexcept to the extent such claim, damage, loss, liability, cost, or expense is found in each casea final, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s gross negligence or willful misconduct. Costs subject to this Section 13.01 shall include but not be limited to Costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition or the removal of any Materials of Environmental Concern, in each case in any way affecting any Seller’s or any of its Affiliates’ properties or any of the Mortgage Assets. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Mortgage Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation regulation, except to the extent such claim, damage, loss, liability, cost, or any consumer credit lawsexpense is found in a final, including without limitation laws with respect non appealable judgment by a court of competent jurisdiction to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. Each Seller agrees not to assert any claim against any Indemnified Party, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Repurchase Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of any Transaction. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Mortgage Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Asset, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Agent’s and each Buyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Each Seller agrees to shall, whether or not any transaction contemplated hereby is consummated: (i) pay as and when billed by Buyer the Agent, and in any event within three (3) days after demand from the Agent, all of the reasonable out-of of-pocket costs and expenses incurred by Buyer (including, without limitation, all actual and reasonable fees and disbursements of outside legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any reasonable fees and expenses associated with travel or other costs relating to any appraisals or examinations conducted in connection with any Transactions or any proposed Purchased Assets, and the amount of such costs and expenses shall, until paid, bear interest at the greater of (x) 5.25% per annum in excess of the Prime Rate in effect from time to time or (y) 0.50% per annum in excess of the Federal Funds Rate in effect from time to time (or at such greater rate plus 6.00%, at any time the Post-Default Rate is applicable to any Transaction)) (A) of the Agent in connection with the development, preparation, negotiation, administration, enforcement execution and execution delivery of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller agrees therewith and the documents and instruments referred to pay as herein and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby therein (including, without limitation, (i) all the reasonable fees, disbursements and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and/or other counsel incurred as of the date of this Agreement, which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder) and (B) of the Agent in connection with the enforcement of this Agreement and the other Repurchase Documents and any amendment, waiver or consent relating hereto or thereto and the documents and instruments referred to Buyer, herein and therein; (ii) pay and hold each Indemnified Party harmless from and against any and all present and future stamp, documentary, issue, sales and use, value added, property and other similar taxes (other than taxes imposed on net income) with respect to the matters described in foregoing clause (i) and hold each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iii) indemnify each Indemnified Party from and hold each of them harmless against any and all Costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, the entering into and/or performance of this Agreement or any other Repurchase Document or the use of the proceeds of any Transaction hereunder or the consummation of any transactions contemplated herein or in any other Repurchase Document, including, without limitation, (A) the reasonable out of pocket due diligence, inspection, appraisals, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Agent with respect to Purchased Items Mortgage Assets submitted by any Seller for purchase under this Agreement, including, but not limited to, those actual out of pocket costs and expenses incurred by Buyer the Agent pursuant to Sections 2311.01 through 11.06 and Section 13.11, 39 (B) the reasonable fees and 44 hereof. disbursements of counsel incurred in connection therewith and (C) any environmental liabilities with respect to any real estate or other assets held by any Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or Affiliates (but excluding any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating such Costs to the Program Documents, the actual or proposed use extent incurred by reason of the proceeds gross negligence or willful misconduct of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESPerson to be indemnified). (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of any Seller hereunder, the covenants agreements and obligations of each Seller contained in this Section 23 13.01 shall survive the repayment of all amounts owing to the Agent and the Buyers by each Seller under the Repurchase Documents and the termination of this Agreement, the payment in full commitment of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment thereforBuyers hereunder.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all claims, liabilities, losses, damages, judgments, and documented and out-of-pocket costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any (i) any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of the Program Documents and all other documents related thereto, any breach by Seller of any representation or warranty or covenant in this Agreement or any other Program Document, and all actions taken pursuant thereto, (ii) the Transactions, or any indemnity payable under the servicing agreement or other servicing arrangement, and (iii) environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct or is the result of a claim made by Seller against the Indemnified Party, and Seller is ultimately the successful party in any resulting litigation or arbitration; provided, however, if a court of competent jurisdiction on appeal subsequently determines that an Indemnified Party did not act with gross negligence or engage in willful misconduct, Seller’s indemnification obligations with respect to such Costs shall be automatically reinstated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s reasonable documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller. (b) The Seller agrees to pay as and when billed by Buyer (within [***] after the Seller receives written demand for such payment from Buyer) all of the documented out-of of-pocket costs and expenses reasonably incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. The Seller agrees to pay as and when billed by Buyer all of the reasonable documented out-of-pocket costs and expenses reasonably incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer, Buyer and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23this Section 23 and Section 43 hereof but excluding pre-closing upfront diligence (including legal and credit diligence); provided, 39 however, that (x) the aggregate amount of such costs and 44 hereofexpenses referred to in clause (i) of this sentence shall not exceed [***] (exclusive of amendments hereto), and (y) the aggregate amount of such costs and expenses referred to in clause (ii) of this sentence and incurred after the Effective Date shall not exceed [***] per annum; provided that after the occurrence of an Event of Default, such amounts shall not be applicable. Buyer shall deliver to the Seller copies of documentation supporting any of the foregoing demands on the Seller’s request. The Seller, Buyer, and each Indemnified Party also agrees agree not to assert any claim against Buyer the others or any of its their Affiliates, or any of their respective officers, directors, members, managers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If the Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Seller by BuyerBuyer (including without limitation by Buyer netting such amount from the proceeds of any Purchase Price paid by Buyer to the Seller hereunder), in its sole discretion and the Seller shall remain liable for any such payments by BuyerBuyer (except those that are paid by Seller, including by netting against any Purchase Price). No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program DocumentsDocuments (except those that are paid by Seller, including by netting against any Purchase Price). (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans Assets by Buyer against full payment therefor. (e) The obligations of Seller from time to time to pay the Repurchase Price and all other amounts due under this Agreement are full recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerAgent, its Affiliates Lender, and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”"INDEMNIFIED PARTY") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”"COSTS") relating to or arising out of this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's (i) gross negligence or willful misconduct, or (ii) actions, to the extent that they are determined in a final non-appealable judgment of a court of competent jurisdiction to constitute a breach by Agent and Lender of a written agreement between Agent and Lender and any other Person. Without limiting the generality of the foregoing, Seller Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices practices, and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller Borrower under the Note, this Agreement and the other Loan Documents are recourse obligations of SellerBorrower. (b) Seller Borrower agrees to pay as and when billed by Buyer Agent all of the out-of of- pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller Borrower agrees to pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with any actions taken at the request of Borrower with respect to the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and Agent; (ii) all fees, disbursements and expenses of the Custodian and (iii) in the event of a Default or Event of Default under this Agreement, all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Agent with respect to Purchased Items Collateral under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender pursuant to Sections 23, 39 12.03(a) and 44 12.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees The Borrowers agree to hold Buyerthe Agent, its Affiliates each Lender and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything anything, other than any Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising arising, out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practicesor Predatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that each Note is secured by the obligations Collateral, the obligation of Seller the Borrowers under this Agreement are the Notes is a recourse obligations obligation of Seller. (b) Seller agrees the Borrowers. The Borrowers agree to pay as and when billed by Buyer the Agent all of the out-of of-pocket costs and expenses incurred by Buyer the Agent in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Notes, any other Program Loan Document or any other documents prepared in connection herewith or therewith, including the New Century Guaranty. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable and documented fees, disbursements and expenses of counsel to Buyerthe Agent, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Agent with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Agent pursuant to Sections 2311.03, 39 11.14 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys 11.15 hereof and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating (iii) except to the Program Documentsextent amounts in respect thereof have previously paid pursuant to Section 2.03, the actual or proposed use costs of the proceeds Broker Price Opinions in respect of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESDefaulted Mortgage Loans. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees and Guarantor agree to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and actual and documented out-of-pocket costs and expenses (including reasonable fees of any kind counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including any losses due to servicing errors or omissions on the part of Guarantor, that, in each case, results from anything other than any an Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of Seller and Guarantor agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Purchased Assets, Underlying Assets and Pledged Assets relating to or arising out of any violation Taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Assets, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset, Underlying Asset or Pledged Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, Underlying Asset or Pledged Asset, Seller and Guarantor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller or Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller and ▇▇▇▇▇▇▇▇▇ also agrees agree to reimburse any an Indemnified Party promptly as and when billed by such Indemnified Party for all such the Indemnified Party’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the reasonable third-party out-of of-pocket costs and expenses incurred by Buyer in connection (i) with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller agrees , provided, however, that Seller’s obligation with respect to pay as and when billed by Buyer all payment of amounts due under this clause (i) shall be limited to the Fee Cap, assuming reasonable negotiation, no extensive delays from commencement to closing, no unanticipated issues arising or structural changes during the course of the reasonable out-of-pocket costs and expenses incurred in connection negotiation, (ii) with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, (i) limitation filing fees and all the reasonable fees, disbursements and expenses of counsel to BuyerBuyer which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder, and provided, however, that Seller’s obligation with respect to payment of amounts due under this clause (ii) shall be limited to the Fee Cap unless an Event of Default has occurred and is continuing, (iii) all reasonable third-party out-of-pocket expenses of the Buyer and the Buyer’s counsel (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Facility Documents and (iv) all reasonable fees and expenses of the Verification Agent and the Custodian. Subject to the limitations set forth in Section 32 hereof, Seller agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items Mortgage Loans and REO Properties submitted by Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 23, 39 18(b) and 44 21 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and The obligations of Seller contained in this Section 23 shall survive from time to time to pay the termination of this AgreementRepurchase/Release Price, the payment in full of the Periodic Advance Repurchase Price Payments, and all other amounts payable hereunder and delivery of due under this Agreement shall be full recourse obligations to the Purchased Loans by Buyer against full payment thereforSeller.

Indemnification and Expenses. (a) Seller agrees You agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) us harmless from and indemnify any Indemnified Party us against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party us (collectively, the “Costs”"COSTS") relating to or arising out of this Loan and Security Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan and Security Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s our gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees you agree to hold any Indemnified Party us harmless from and indemnify such Indemnified Party us against all Costs with respect to all Loans Collateral relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, or any other rule or regulation that, in each case, results from anything other than such Indemnified Party’s our gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party us in connection with any Loan item of Collateral for any sum owing thereunder, or to enforce any provisions of any Loanitem of Collateral, Seller you will save, indemnify and hold such Indemnified Party us harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller us of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Selleryou. Seller You also agrees agree to reimburse any Indemnified Party us as and when promptly after being billed by such Indemnified Party us for all such Indemnified Party’s of our costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s our rights under this Loan and Security Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its our counsel. Seller You hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, your obligation under the Note is a recourse obligation. We will use reasonable efforts to give you notice of Seller under any counsel hired in connection with the enforcement of this Agreement are recourse obligations of SellerSection 25(a). (b) Seller agrees You agree to pay as and when promptly after being billed by Buyer us all of the out-of of-pocket costs and expenses incurred by Buyer us in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan and Security Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees You agree to pay as and when billed by Buyer us all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel our counsel, not to Buyerexceed $50,000, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer us with respect to Purchased Items Collateral under this Loan and Security Agreement, including, but not limited to, those costs and expenses incurred by Buyer us pursuant to Sections 2325(a), 39 34 and 44 35 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees The Sellers, jointly and severally, agree to hold Buyerthe Buyers harmless from, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against the Buyers against, all unaffiliated third-party liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against the Buyers as a result of such Indemnified Party third-party claims (collectively, the “Costs”) relating to or arising out of this Agreement, the NCFC Guaranty, any other Program Transaction Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the NCFC Guaranty, any other Program Transaction Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Partythe applicable Buyer’s gross negligence or willful misconduct. Without limiting the generality of the foregoingforegoing the Sellers, Seller agrees jointly and severally, agree to hold any Indemnified Party each Buyer harmless from from, and indemnify such Indemnified Party against each Buyer against, all Costs with respect to all Loans Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, or any other rule or regulation that, in each case, results from anything other than such Indemnified PartyBuyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party a Buyer in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, Seller will the Sellers, jointly and severally, agree to save, indemnify and hold such Indemnified Party Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller such Buyer of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerSellers. Seller The Sellers, jointly and severally, also agrees agree to reimburse any Indemnified Party each Buyer as and when promptly after being billed by such Indemnified Party Buyer for all of such Indemnified PartyBuyer’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, the NCFC Guaranty, any other Program Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees The Sellers, jointly and severally, agree to promptly pay as and when after being billed by a Buyer all of the out-of pocket costs any legal fees, legal expenses and any fees and expenses of third party consultants incurred by such Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of the Transaction Documents or any other documents prepared in connection herewith or therewith, provided that if such fees and expenses exceed $50,000 in the aggregate, the Sellers shall only be obligated to pay to the Buyers the first $50,000 of such fees and expenses plus 50% of such excess. (c) The Sellers, jointly and severally, agree to promptly pay after being billed by a Buyer all of the third-party out-of, -pocket costs and expenses incurred by such Buyer in connection with any amendment, waiver, supplement or modification to, this Agreement, the NCFC Guaranty, any other Program Transaction Document or any other documents prepared in connection herewith or therewith, to the extent such amendment, supplement or modification was requested by a Seller. Seller agrees The Sellers, jointly and severally, agree to pay as and when billed by a Buyer all of the reasonable third-party out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, (i) limitation all the reasonable fees, disbursements and expenses of such Buyer’s counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by such Buyer pursuant to Sections 23, 39 22(a) and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES27. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold BuyerAdministrative Agent, its Affiliates each Lender, Calculation Agent and each of Paying Agent, and their respective Affiliates, successors and assigns, and their respective officers, directors, trustees, administrators, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, fees, costs and expenses of any kind (including fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Document Facility Document, the Trust Agreement or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s bad faith, fraud, negligence (or, in the case of the Calculation Agent and Paying Agent, gross negligence negligence) or willful misconduct. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsCollateral, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesSF Properties, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, thatwhich, in each case, results from anything other than such the Indemnified Party’s bad faith, fraud, negligence (or, in the case of the Calculation Agent and Paying Agent, gross negligence negligence) or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral, Seller Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expenseexpenses, loss losses or damage damages suffered by reason of any defense, set-off, counterclaim, recoupment recoupment, reduction or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellersuch Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses (including the reasonable fees and disbursements of its counsel) incurred in connection with this Agreement, the enforcement or the preservation of such Indemnified indemnified Party’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including any fees, including without limitation expenses or indemnities incurred by or owed to such Indemnified Party pursuant to the reasonable fees and disbursements of its counselTrust Agreement). Seller hereby acknowledges This Section 15(a) shall not apply with respect to Taxes other than any Taxes that the obligations of Seller under this Agreement are recourse obligations of Sellerrepresent losses, claims, damages, costs or expenses arising from any non-Tax claim. (b) Seller agrees Borrowers agree to pay as and when billed by Buyer Administrative Agent all of the out-of of-pocket costs and expenses incurred by Buyer Administrative Agent and Lenders in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith, including legal fees and expenses and an annual structured finance audit performed by a third party auditor. Seller agrees Borrowers agree to pay as and when billed by Buyer Administrative Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) including filing fees and all the reasonable fees, disbursements and expenses of counsel to BuyerAdministrative Agent and Lenders, and (iiwhich amounts with respect to the consummation of the transactions contemplated hereby incurred prior to the date hereof shall be paid pursuant to Section 2(e)(viii)(B) in connection with the initial Advance hereunder. Borrowers agree to pay Administrative Agent all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Administrative Agent and ▇▇▇▇▇▇▇ with respect to Purchased Items SF Property pledged by a Borrower to secure Advances under this Agreement, including, but not limited to, those out-of-pocket costs and expenses incurred by Buyer Administrative Agent and Lenders pursuant to Sections 23, 39 15(b) and 44 18 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails Borrowers hereby acknowledge that the Secured Obligations of Borrower from time to time to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunderRepayment Amount, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this AgreementFacility Interest, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery due under this Agreement shall be full recourse obligations of the Purchased Loans by Buyer against full payment thereforBorrowers.

Indemnification and Expenses. (a) Seller agrees Borrowers agree to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans the Pledged Equity and the Contributed Properties relating to or arising out of (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) performance of any labor or services or the furnishing of any materials or other property in respect of any Contributed Property, (iv) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Loan Document, Purchased Asset or Contributed Property, (v) any Lien or claim arising on or against any Pledged Equity or Contributed Property under any Requirements of Law or any liability asserted against Lender or any Indemnified Person with respect thereto, (vi) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any property or Property by any Person or other source, whether related or unrelated to Borrowers, (2) any presence of any Hazardous Substances in, on, within, above, under, near, affecting or emanating from any Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Borrowers in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Contributed Property of any Hazardous Substances at any time located in, under, on, above or affecting any Contributed Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Contributed Property by any Person or other source, whether related or unrelated to Borrowers, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Contributed Property with regard to, or as a result of, any Hazardous Substances or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Loan Document or Property Document relating to environmental matters in any way, or (vii) each Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actforegoing clauses of this Section 14.03, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suitFor the avoidance of doubt, proceeding or action brought following an Event of Default and the realization by an Indemnified Party in connection with any Loan Lender on the Pledged Equity, Borrowers shall not be liable pursuant to the terms and provisions of this Section 14.03(a) for any sum owing thereunderCosts which directly result from any action (or inaction, only to the extent that Lender is required to take any action and failed to do so, including, without limitation, maintaining liability insurance within a reasonable period following such realization and otherwise acting as a prudent owner of residential real property) by Lender (or any successor to enforce any provisions Lender) as the owner of the Pledged Equity or of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerrelated Property. Seller Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrowers under this Agreement are the Note is a recourse obligations obligation of SellerBorrowers. This Section 14.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-tax claim, and in no event shall Costs include any Excluded Taxes. (b) Seller agrees Borrowers agree to promptly pay as and when billed by Buyer Lender all of the out-of pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees Borrowers agree to promptly pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Lender and (ii) except as otherwise specifically provided elsewhere in this Loan Agreement, all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender pursuant to Sections 2312.03, 39 12.14 and 44 12.18 hereof. Seller Borrowers also agrees agree not to assert any claim against Buyer Lender or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Loan Documents, the actual or proposed use of the proceeds of the TransactionsAdvances, this Loan Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT FRAUD GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails Borrowers fail to pay when due any costs, expenses or other amounts payable by it Borrowers under this Loan Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller Borrowers by BuyerLender, in its sole discretion and Seller Borrowers shall remain liable for any such payments by BuyerLender. No such payment by Buyer Lender shall be deemed a waiver of any of BuyerLender’s rights under the Program Loan Documents. (d) Without prejudice to the survival of any other agreement of Seller Borrowers hereunder, the covenants and obligations of Seller Borrowers contained in this Section 23 14.03 shall survive the termination of this Loan Agreement. (e) All sums reasonably expended by Lender in connection with the exercise of any right or remedy provided for herein shall be and remain Borrowers’ obligation (unless and to the extent that a Borrower is determined, by a final, nonappealable order of a court of competent jurisdiction to be the prevailing party in any dispute, claim or action relating thereto). Borrowers agree to pay, with interest at the Post-Default Rate to the extent that an Event of Default has occurred, the payment reasonable out of pocket expenses and reasonable attorneys’ fees incurred by Lender and/or Diligence Agent Fees in full connection with the preparation, negotiation, enforcement (including any waivers), administration and amendment of the Repurchase Price and all other amounts payable hereunder and delivery Loan Documents (regardless of whether an Advance is outstanding hereunder), the Purchased Loans taking of any action, including legal action, required or permitted to be taken by Buyer against full payment thereforLender and/or Diligence Agent pursuant thereto, any “due diligence” or loan agent reviews conducted by Lender or on its behalf or by refinancing or restructuring in the nature of a “workout.”

Indemnification and Expenses. (a) Seller agrees to The Borrower shall indemnify, defend and hold Buyerharmless Administrative Agent, its Affiliates and each of Lender and their officers, directors, employees, agents and advisors Related Parties (each an “Indemnified Party”) harmless from and indemnify against any Indemnified Party against and all other liabilities, obligations, losses, damages, penalties, actions, judgments, costs suits, claims, costs, expenses and expenses disbursements of any kind which or nature whatsoever (including the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Party shall be designated a party thereto) that may be imposed on, incurred by by, or asserted against such any Indemnified Party (collectively, the “Costs”) in any manner relating to or arising out of this Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay Except as and when billed by Buyer all otherwise expressly set forth herein or in any of the other Loan Documents, Borrower shall pay to Administrative Agent on the first Payment Date occurring at least ten (10) Business Days after written receipt of notice therefrom, all reasonable and documented actual third-party out-of of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Buyer or on behalf of Administrative Agent in connection with (i) the developmentnegotiation, preparation, negotiationexecution, administrationdelivery and administration (including any consents, enforcement and execution ofamendments, and any amendment, waiver, supplement waivers or modification to, other modifications) of this Agreement, any the other Program Document or Loan Documents and any other documents prepared delivered in connection herewith herewith; (ii) the creation, perfection or therewith. Seller agrees protection of Administrative Agent’s Liens in the Collateral (including reasonable fees and expenses for title and lien searches, Other Taxes and due diligence expenses); and (iii) the enforcement or protection of their rights, Obligations of or collecting any payment due from any Loan Party under this Agreement, the other Loan Documents and the other agreements and documents to pay as and when billed by Buyer all be delivered in connection herewith, including in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings. Borrower shall be responsible for the payment of all reasonable out-of-pocket costs and expenses incurred by the Lenders pursuant to clause (iii) above; provided, that, in connection with any case, Borrower shall not be liable for the consummation and administration expenses of more than one primary counsel and, after an Event of Default, one local counsel in each jurisdiction that contains a material portion of the transactions contemplated hereby Financed Tax Liens, for the Lenders and thereby includingAdministrative Agent as a whole unless a Lender shall have reasonably demonstrated that there may be legal defenses available to it that are different from or additional to those available to Administrative Agent and the other Lenders and Borrower shall in no event be liable for the expenses of more than two counsel in the event that a Lender has made such demonstration; provided, without limitationfurther, (i) all that Borrower shall not be liable for the reasonable fees, disbursements payment of any such costs and expenses to the extent the same arise by reason of counsel the gross negligence, illegal acts, fraud or willful misconduct of Administrative Agent or any Lender; provided, further, that this Section 13.03 shall not apply with respect to Buyer, and Taxes other than any Taxes described in clause (ii) all the due diligence, inspection, testing above and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer Taxes that represent losses or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or from any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESnon-Tax claim. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Each Borrower, jointly and severally, agrees to indemnify and hold Buyerharmless Agent, its Affiliates Initial Lender and each other Lender and each of their respective affiliates and Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which Costs that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept for claims by an Indemnified Party against another Indemnified Party or to the extent such Cost is found in a final, in each case, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Without limiting In the generality case of an investigation, litigation or other proceeding to which the foregoingindemnity in this Section 9.05 applies, Seller agrees to hold such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrowers, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party harmless from is otherwise a party thereto and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of whether any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconducttransaction contemplated hereby is consummated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Loanagreement relating to any Purchased Asset following a Default or Event of Default, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's actual and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Agent's rights under this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, the Buyer and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. . (b) In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any Indemnified Party as and when billed by such an Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Sellercounsel as and when billed by such Indemnified Party. (bc) The Seller agrees to pay as and when billed by the Buyer all of the out-of of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation, negotiation, administration, enforcement negotiation and execution of, and any amendment, waiver, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewiththerewith subject, in the case of costs and expenses incurred prior to the Effective Date, to the maximum stated in the Termsheet. The Seller agrees to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Buyer and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by the Buyer with respect to Purchased Items under this Repurchase Agreement, including, but not limited to, those costs and expenses incurred by the Buyer pursuant to Sections 2313.04(a), 39 13.06 and 44 13.23 hereof. The Seller also agrees not to assert any claim against the Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Repurchase Documents, the actual or proposed use of the proceeds of the Transactions, this Repurchase Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (cd) If the Seller fails to pay when due any costs, expenses or other amounts payable by it under this Repurchase Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Seller by Buyerthe Buyer (including without limitation by the Buyer netting such amount from the proceeds of any Purchase Price paid by the Buyer to the Seller hereunder), in its sole discretion and the Seller shall remain liable for any such payments by the Buyer. No such payment by the Buyer shall be deemed a waiver of any of the Buyer’s rights under the Program Repurchase Documents. (de) Without prejudice to the survival of any other agreement of the Seller hereunder, the covenants and obligations of the Seller contained in this Section 23 13.04 shall survive the termination of this Repurchase Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Mortgage Loans by the Buyer against full payment therefor.

Indemnification and Expenses. (a) Each Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Assets relating to or arising out of any violation taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActAssets, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Asset for any sum owing thereunder, or to enforce any provisions of any LoanAsset, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees Sellers agree to pay as and when billed by Buyer all of the reasonable out-of of-pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller agrees Sellers agree to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, (i) limitation filing fees and all the reasonable fees, disbursements and expenses of counsel to BuyerBuyer which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder. Subject to the limitations set forth in Section 19 hereof, and (ii) Sellers agree to pay Buyer all the reasonable due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items Mortgage Loans or Contributed Assets submitted by Sellers to become subject to a Transaction under this Agreement, including, but not limited to, those out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 23, 39 16(b) and 44 19 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails The obligations of Sellers from time to time to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunderRepurchase Price, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this AgreementPeriodic Advance Repurchase Payments, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery due under this Agreement shall be full recourse obligations of the Purchased Loans by Buyer against full payment thereforSellers.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of outside counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Mortgage Loans, but excluding any Taxes otherwise expressly indemnified against, or excluded from indemnification in Section 8 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of a Servicer), that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction unless otherwise appealed). Without limiting the generality of the foregoing, Seller ▇▇▇▇▇▇ agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Mortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction unless otherwise appealed). In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Mortgage Loans for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Mortgage Loans, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller ▇▇▇▇▇▇ also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller’s agreements in this Section 17 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that the its obligations of Seller under this Agreement hereunder are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but are not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer recoveries each Indemnified Party may have with respect to the Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereofMortgage Loans. Seller ▇▇▇▇▇▇ also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documentsfacility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (cb) If Seller fails agrees to pay when within thirty (30) days of receipt of an invoice from Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with (i) the development, preparation, and execution of this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith in an amount not to exceed the Legal Fee Cap; provided, that, the Legal Fee Cap shall not apply to the preparation of any Servicer Side Letter, and (ii) any amendment, supplement or modification to this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay within thirty (30) days of receipt of an invoice from Buyer all of the costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation filing fees and all the reasonable fees, disbursements and expenses of outside counsel, subject to any limitations including, without limitation, the Legal Fee Cap, set forth in this Agreement or the Pricing Side Letter, to Buyer which amount may be deducted from the Purchase Price paid for the first Transaction hereunder. Subject to the Due Diligence Cap and the limitations set forth in Sections 20 and 31 hereof, Seller agrees to pay Buyer all the out-of-pocket due any costsdiligence, inspection, testing and review costs and expenses or other amounts payable incurred by it Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, without limitationbut not limited to, reasonable fees those out-of-pocket costs and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment incurred by Buyer shall be deemed a waiver of any of Buyer’s rights under pursuant to Sections 16(b) and 20 hereof in an amount not to exceed the Program DocumentsDue Diligence Cap. (dc) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and The obligations of Seller contained in this Section 23 shall survive from time to time to pay the termination of this AgreementRepurchase Price, the payment in full of the Repurchase Price Differential, and all other amounts payable hereunder and delivery due under this Agreement shall be full recourse obligations of the Purchased Loans by Buyer against full payment thereforSeller.

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Collateral Loans and Equity Interests relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral Documents, Seller Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller Borrower agrees to pay as and when billed by Buyer Lender all of the out-of of-pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller Borrower agrees to pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Each Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from a Seller. Each Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Sellers hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of SellerSellers. (b) Each Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Each Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan asset level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Each Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails Sellers fail to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller Sellers by Buyer, in its sole discretion and Seller Sellers shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller Sellers hereunder, the covenants and obligations of Seller Sellers contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Each Borrower, jointly and severally, hereby agrees to hold Buyereach Secured Party, its Affiliates and each of their Affiliate thereof and the respective officers, directors, employees, agents agents, and advisors of each Secured Party (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party the Secured Parties and such other Persons against all liabilities, losses, damages, judgments, costs costs, and expenses of any kind which that may be imposed on, incurred by by, or asserted against the Secured Parties or such Indemnified Party (collectivelyother Persons, the “Costs”) relating to or arising out of, this Agreement (including, without limitation, any cost, loss, or expense which the Secured Parties or such other Persons may sustain or incur as a consequence of any acceleration of the maturity of the Advances by the Secured Parties in accordance with the terms of this Agreement, including, but not limited to, any cost, loss, or expense arising in liquidating the Advances and the Collateral and from interest or fees payable by the Secured Parties to lenders of funds obtained by it in order to maintain the Advances hereunder), the Notes, any other Program Loan Document or any financing transaction contemplated hereby or thereby, or any amendment, supplement supplement, or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, any other Program Document Loan Document, or any financing transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s matter whatsoever, except to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconductmisconduct of the Administrative Agent or a Lender. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold the Secured Parties and any Indemnified Party other indemnified Person described above harmless from and indemnify such Indemnified Party against all Costs costs with respect to all Loans any Mortgage Loan and any REO Property relating to or arising out of any violation or alleged violation of any environmental law, rule rule, or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or Act, and the Real Estate Settlement Procedures Actreal estate settlement procedures act, that, in each case, results from anything other than such Indemnified Party’s to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconductmisconduct of such Indemnified Party. In any suit, proceeding proceeding, or action brought by an Indemnified any Secured Party in connection with any Loan other Collateral pledged hereunder for any sum owing thereunder, or to enforce any provisions of any LoanCollateral pledged hereunder, Seller each Borrower will save, indemnify indemnify, and hold such Indemnified Party the Secured Parties and any other indemnified Person described above harmless from and against all expense, loss loss, or damage suffered by reason of any defense, set-off, counterclaim, recoupment recoupment, reduction, or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness, or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees agrees, jointly and severally, to reimburse any Indemnified Party the Secured Parties as and when billed by such Indemnified Party the Administrative Agent for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the Secured Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Secured Parties’ rights under this Agreement, the Notes, any other Loan Document, or any financing transaction contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. (b) Each Borrower agrees to pay as and when billed by the Administrative Agent all of the out-of pocket costs and expenses reasonably incurred by the Administrative Agent in connection with the development, preparation, and execution of any amendment, restatement supplement, or modification to this Agreement, any Note, any other Loan Document, or any other documents prepared in connection herewith or therewith. Each Borrower further agrees to pay as and when billed by the Administrative Agent all of the out-of-pocket costs and expenses, reasonably incurred by any Secured Party (i) in connection with the development, preparation, and execution of this Agreement, each Note and any Loan Document executed in connection herewith or therewith, and consummation and administration of the financing transactions contemplated hereby and thereby including, without limitation, (iA) all the reasonable fees, disbursements disbursements, and expenses of counsel to Buyer, for the Administrative Agent and for each other Secured Party and (iiB) all the due diligence, inspection, testing testing, and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer any Secured Party with respect to Purchased Items Collateral under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer any Secured Party pursuant to Sections 2311.01, 39 11.05, and 44 hereof. Seller also agrees not to assert 11.10, other than any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys costs and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to expenses incurred in connection with the Program Documents, the actual or proposed use Secured Parties’ re-hypothecation of the proceeds Assets prior to an Event of Default, and (ii) all of the Transactions, out-of pocket costs and expenses after the occurrence of an Event of Default or in connection with the enforcement of any right or remedy under this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESapplicable law . (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to The Borrower shall hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectively, the “Costs”) Lender relating to or arising out of this AgreementAgreement or the Secured Note, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect ofof this Agreement or the Secured Note, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results resulting from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan Document for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Loan Document, Seller the Borrower will save, indemnify and hold such Indemnified Party keep the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s its costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this AgreementAgreement or the Secured Note, any other Program Document or any transaction contemplated hereby or therebythereby including, including without limitation limitation, the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Secured Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Secured Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to this Agreement or the Secured Note, or any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to BuyerLender's counsel, and (ii) all the reasonable due diligence, inspection, testing testing, and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer the Lender (or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating a third-party contract underwriter that is both acceptable to the Program Documents, the actual or proposed use Lender and is acting on behalf of the proceeds of the TransactionsLender), with respect to Mortgage Loans pledged as Collateral under this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESAgreement. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained The Borrower's agreements in this Section 23 17 shall survive the termination of this Agreement, the payment in full of the Repurchase Price Advances and all other amounts payable hereunder and delivery the expiration or termination of the Purchased Loans by Buyer against full payment thereforthis Agreement.

Indemnification and Expenses. You agree (a) Seller agrees to indemnify and hold Buyerharmless each Commitment Party, its Affiliates affiliates and its respective directors, officers, employees, advisors, agents and other representatives (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person (for the avoidance of doubt with respect to each Commitment Party, in its capacities set forth herein and not in any other separate capacity with respect to the Transactions) may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Bridge Facility, the Transactions, the use of the proceeds thereof or the transactions contemplated hereby or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon presentation of a summary statement for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent resulting from (x) the willful misconduct, bad faith or gross negligence of such indemnified person or its affiliates, or any of its or their respective directors, officers, directors, employees, agents and agents, controlling persons, advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party other representatives (collectively, the “CostsRelated Parties”) relating (as found by a final, non-appealable judgment of a court of competent jurisdiction), (y) a material breach of such indemnified person’s obligations under this Commitment Letter (as found by a final, non-appealable judgment of a court of competent jurisdiction) or (z) disputes solely between and among indemnified persons to the extent such disputes do not arise out of or in connection with any act or omission of you or any of your affiliates (other than any dispute involving an indemnified person acting in its capacity or fulfilling its role as an agent or arranger or similar role); provided, further, that you shall be responsible for the reasonable and documented out-of-pocket fees and expenses of only one counsel for all indemnified persons in connection with indemnification claims arising out of this Agreementthe same facts or circumstances and, solely in the case of an actual or potential conflict of interest, one additional counsel for the affected indemnified person and, if necessary or advisable, a single local counsel to the indemnified persons in each relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional external counsel in each applicable jurisdiction to the affected indemnified persons or similarly situated indemnified person and (b) regardless of whether the Delayed Draw Closing Date occurs, to reimburse each Commitment Party and its affiliates upon presentation of a summary statement for all reasonable and documented out-of-pocket expenses that have been invoiced prior to the Delayed Draw Closing Date or following termination or expiration of the commitments hereunder (including due diligence expenses (including, for avoidance of doubt, costs of any other Program Document title searches or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or appraisals in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, thatof real property collateral incurred by the Commitment Parties, in each case, results from anything other than any Indemnified Party’s gross negligence solely to the extent ordered after October 21, 2016), syndication expenses, travel expenses, and the fees, charges and disbursements of one primary counsel to each Commitment Party and, if necessary or willful misconduct. Without limiting the generality of the foregoingadvisable, Seller agrees a single local counsel to hold any Indemnified each Commitment Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses relevant jurisdiction) incurred in connection with the enforcement Bridge Facility, the Transactions and any related documentation (including this Commitment Letter, the Fee Letter and the definitive financing documentation) or the preservation administration, amendment, modification or waiver thereof. It is further agreed that the Commitment Parties shall only have liability to you (as opposed to any other person). No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. indemnified person (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its AffiliatesRelated Parties). None of the indemnified persons or you or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letter, the Bridge Facility, the Transactions or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnification obligations with respect to third party claims to the extent set forth in this Section 7. Notwithstanding the foregoing, each indemnified person will be obligated to refund and return promptly any and all amounts paid by you under the immediately preceding paragraph to the extent it has been determined by a court of competent jurisdiction in a final and non-appealable decision that such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof. You shall not be liable under this Commitment Letter for any settlement made by any indemnified person without your prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with your written consent or if there is a final judgment in any such Proceedings, you agree to indemnify and hold harmless each indemnified person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. You further agree that you will not, without our prior written consent, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not we or any other indemnified person is an actual or potential party to such Proceeding) unless such settlement, compromise or consent (a) includes an unconditional release of us and each other indemnified person from all liabilities and obligations arising therefrom in form and substance satisfactory to such indemnified person and (b) does not include any statement as to, or any of their respective officersadmission of, directorsfault, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential culpability or punitive damages arising out of a failure to act by or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documentsindemnified person. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any Taxes incurred or assessed in connection with the ownership of the Loans or any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. In any suit, proceeding or action brought LEGAL02/41072931v2 by an Indemnified Party in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelythe Lender in any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees and disbursements incurred in any action between the Borrower and the Lender or between the Lender and any third party) and additional due diligence expenses beyond those provided for in Section 11.16 hereof incurred after the occurrence of an Event of Default or in connection with a suit, action, claim or proceeding described in the first sentence of this Section 11.03(a). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewiththerewith (except to the extent any such amendment, supplement or modification was requested by the Lender for internal or regulatory reasons not specific to the Borrower). Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby includingthereby; provided, without limitation, (i) all that the reasonable Borrower shall not be responsible for paying fees, -------- disbursements and expenses of counsel to Buyerthe Lender in excess of $120,000 in connection with the negotiation, preparation and execution of the Existing Agreement, this Loan Agreement and each other Loan Document (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of amendment, waiver or other modification thereto); provided further, that the -------- ------- Borrower shall not be responsible for paying any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use specifically included within Section 11.16 hereof in excess of the proceeds of limitations on the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESLender's right to reimbursement set forth in such Section 11.16. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees Borrowers agree to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Collateral Loans and Equity Interests relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral Documents, Seller Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellereither Borrower. Seller Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers. (b) Seller agrees Borrowers agree to pay as and when billed by Buyer Lender all of the out-of of-pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees Borrowers agree to pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees The Borrowers agree, jointly and severally, to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Agreement, the Note, the Credit Supports, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the Credit Supports, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s the Lender's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller The Borrowers also agrees agree to reimburse any Indemnified Party as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s of its costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Agreement, the Note, the Credit Supports, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that the obligations of Seller the Borrowers under this Agreement the Note and Credit Supports are recourse nonrecourse obligations of Sellerthe Borrowers. (b) Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, the Note, the Credit Supports, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) limitation all the reasonable fees, disbursements and expenses of ▇▇▇▇▇ & ▇▇▇▇▇, counsel to Buyer, the Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating local counsel to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESLender. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees You agree to indemnify, hold Buyerharmless and defend the DDTL Agent, the DDTL Seasoning Agent, the Commitment Parties, their respective affiliates and their respective directors, officers, employees, attorneys, advisors, consultants, agents and other representatives (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Delayed-Draw Term Loan Facility, the use of the proceeds thereof or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, but subject to the limitations in the next sentence; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to (x) disputes that do not involve any action or omission by you or any of your affiliates and is solely among the Indemnified Persons, (y) losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of, or a material breach of this Commitment Letter by, such Indemnified Person or its Affiliates and each of their officerscontrolled affiliates, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by officers or asserted against such Indemnified Party employees (collectively, the “CostsRelated Parties”) relating to or (z) any dispute arising out solely between or among Indemnified Persons and/or their Related Parties (not arising as a result of this Agreementany act or omission by you or your subsidiaries), other than claims against any other Program Document or any transaction contemplated hereby or therebyPerson in its capacity as, or any amendmentin fulfilling its role as, supplement DDTL Agent, DDTL Seasoning Agent or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified a Commitment Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesIn addition, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActBorrower shall pay (or cause to be paid) (a) all reasonable, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify documented and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable invoiced out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable and documented fees, disbursements and other charges of a single outside counsel (and a single local counsel in each relevant jurisdiction) and single financial advisor to the DDTL Agent, the DDTL Seasoning Agent and the Commitment Parties, collectively) of the DDTL Agent, the DDTL Seasoning Agent and the Commitment Parties (including, without limitation, reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Evercore Group L.L.C.), whether accrued on, prior to or after the Closing Date, in connection with the Delayed-Draw Term Loan Facility and the transactions contemplated thereby, (b) all reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of a single outside counsel (and a single local counsel in each relevant jurisdiction) and a single financial advisor to the DDTL Agent and the Commitment Parties, collectively) of the DDTL Agent and the Commitment Parties, for enforcement costs and documentary taxes associated with the Delayed-Draw Term Loan Facility and the transactions contemplated thereby and (c) all fees of the DDTL Agent and the DDTL Seasoning Agent charged in connection with the Delayed-Draw Term Loan Facility and the “seasoning” of the Delayed-Draw Term Loan Facility and the other services they provide in connection with the Delayed-Draw Term Loan Facility. Notwithstanding the foregoing, in no event shall the (i) DDTL Agent, (ii) the DDTL Seasoning Agent and (iii) the Commitment Parties, in each case, be entitled to the reimbursement of costs and expenses of more than one lead counsel (and one local counsel in each relevant jurisdiction) and one regulatory counsel for the DDTL Agent, the DDTL Seasoning Agent and the Commitment Parties collectively, and one local counsel for each relevant material jurisdiction and additional conflict counsel to the extent required. All of the fees and expenses of counsel set forth in the preceding clauses (a) and indemnities, such amount may (c) that have been accrued on or prior to the date hereof shall be paid on behalf the date hereof by the Company. (b) It is further agreed that each Commitment Party shall only have liability to you (as opposed to any other person) and that each Commitment Party shall be liable solely in respect of Seller by Buyerits own commitment to the Delayed-Draw Term Loan Facility on a several, in its sole discretion and Seller not joint, basis with any other Commitment Party. None of the Indemnified Persons, the Borrower or Guarantors, or their respective directors, officers, employees, advisors, and agents shall remain be liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunderindirect, special, punitive or consequential damages in connection with this Commitment Letter, the covenants and obligations of Seller Delayed-Draw Term Loan Facility or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor5.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, its Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations all Obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Buyer and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Securities for any sum owing thereunder, or to enforce any provisions of any Loansuch Security, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification toto this Loan Agreement, this Agreementthe Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as , and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby includingthereby, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant the Lender with respect to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it Collateral under this Loan Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Borrower agrees to hold Buyer, its Affiliates each Agent and each of Lender and their officers, directors, employees, agents and advisors respective Related Parties (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans the Pledged Equity and the Properties relating to or arising out of (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property, (iv) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Loan Document, Purchased Asset or Property, (v) any Lien (other than any Permitted Encumbrance) or claim arising on or against any Pledged Equity or Property under any Requirements of Law or any liability asserted against any Indemnified Party with respect thereto, (vi) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any real property by any Person or other source, whether related or unrelated to Borrower, (2) any presence of any Hazardous Substances (other than De Minimis Substances) in, on, within, above, under, near, affecting or emanating from any real property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property of any Hazardous Substances (other than De Minimis Substances) at any time located in, under, on, above or affecting any Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property by any Person or other source, whether related or unrelated to Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien (other than any Permitted Encumbrance) on any Property with regard to, or as a result of, any Hazardous Substances (other than De Minimis Substances) or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Loan Document or Property Document relating to environmental matters in any way, or (vii) Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actforegoing clauses of this Section 13.03, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suitFor the avoidance of doubt, proceeding or action brought by following an Indemnified Party in connection with any Loan Event of Default and the realization of the Pledged Equity, Borrower shall not be liable pursuant to the terms and provisions of this Section 13.03(a) for any sum owing thereunderCosts which directly result from any action (or inaction, only to the extent that Administrative Agent is required to take any action and failed to do so, including, without limitation, maintaining liability insurance within a reasonable period following such realization and otherwise acting as a prudent owner of residential real property) by the Administrative Agent (or any successor to enforce any provisions the Administrative Agent) as the owner of the Pledged Equity or of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerrelated Property. Seller Borrower also agrees to reimburse the Administrative Agent and, while an Event of Default exists, any other Indemnified Party Party, as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the obligations of Seller under this Agreement Obligations are secured by the Collateral, the Obligations are recourse obligations of Seller.Borrower. To the extent permitted by applicable law, Borrower shall not assert any claim against any Indemnified Parties on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, the actual or proposed use of the proceeds of the Advances, this Loan Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. This Section 13.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-tax claim, and in no event shall Costs include any Excluded Taxes (b) Seller Borrower agrees to pay as and when billed by Buyer Administrative Agent all of the out-of pocket costs and expenses incurred by Buyer Administrative Agent in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller Borrower agrees to pay as and when billed by Buyer Administrative Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Administrative Agent and (ii) except as otherwise expressly provided herein, all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Administrative Agent with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer Administrative Agent pursuant to Sections 2313.03, 39 13.14 and 44 13.18 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller Borrower fails to pay when due any costs, expenses or other amounts payable by it under this Loan Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnitieslimitation any Costs, such amount may be paid on behalf of Seller Borrower by BuyerAdministrative Agent, in its sole discretion and Seller Borrower shall remain liable for any such payments by BuyerAdministrative Agent. No such payment by Buyer Administrative Agent shall be deemed a waiver of any of BuyerAdministrative Agent’s rights under the Program Loan Documents. (d) Without prejudice to the survival of any other agreement of Seller Borrower hereunder, the covenants and obligations of Seller Borrower contained in this Section 23 13.03 shall survive the termination of this Loan Agreement. (e) All sums reasonably expended by Administrative Agent in connection with the exercise of any right or remedy provided for herein shall be and remain Borrower’s obligation (unless and to the extent that Borrower is the prevailing party in any dispute, claim or action relating thereto). Borrower agrees to pay, with interest at the Post-Default Rate to the extent that an Event of Default has occurred, the payment reasonable out of pocket expenses and reasonable attorneys’ fees incurred by Administrative Agent and/or Diligence Agent in full connection with the preparation, negotiation, enforcement (including any waivers), administration and amendment of the Repurchase Price and all other amounts payable hereunder and delivery Loan Documents (regardless of whether an Advance is outstanding hereunder), the Purchased Loans taking of any action, including legal action, required or permitted to be taken by Buyer against full payment thereforAdministrative Agent and/or Diligence Agent pursuant thereto, any “due diligence” or loan agent reviews conducted by Administrative Agent or on its behalf or by refinancing or restructuring in the nature of a “workout.”

Indemnification and Expenses. (a) Seller agrees The Borrowers agree to hold Buyerthe Agent, its Affiliates the Lender and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything anything, other than any Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising arising, out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practicesor Predatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that each Note is secured by the obligations Collateral, the obligation of Seller the Borrowers under this Agreement are the Notes is a recourse obligations obligation of Seller. (b) Seller agrees the Borrowers. The Borrowers agree to pay as and when billed by Buyer the Agent all of the out-of of-pocket costs and expenses incurred by Buyer the Agent in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Notes, any other Program Loan Document or any other documents prepared in connection herewith or therewith, including the New Century Guaranty. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable and documented fees, disbursements and expenses of counsel to Buyerthe Agent, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Agent with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Agent pursuant to Sections 2311.03, 39 11.14 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys 11.15 hereof and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating (iii) except to the Program Documentsextent amounts in respect thereof have previously paid pursuant to Section 2.03, the actual or proposed use costs of the proceeds Broker Price Opinions in respect of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESDefaulted Mortgage Loans. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Each of FinPac and the Borrower agrees to hold Buyerthe Lender, its Affiliates the Collateral Agent, the Backup Servicer, the Hedge Counterparty and each of their officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatincluding, without limitation, (i) failure by such party to comply with any applicable law, rule or regulation with respect to any Contract or any item of Equipment, or the nonconformity of any Contract or the origination or servicing thereof with any such applicable law, rule or regulation, (ii) the offering or effectuation of any Securitization, (iii) the commingling of the Proceeds of the Collateral at any time with other funds, or (iv) the breach by such party of any of its respective representations, warranties or covenants contained in this Loan Agreement or any other Loan Document, except, in each case, results (A) to the extent arising from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality , (B) any tax upon or measured by net income of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs (C) with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental lawFinPac only, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductrecourse for Defaulted Contracts. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller each of FinPac and the Borrower will save, indemnify and hold such each Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller such party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellera FinPac Party. Seller Each of FinPac and the Borrower also agrees to reimburse any each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Sellercounsel (including all fees and disbursements incurred in any action or proceeding between a FinPac Party and an Indemnified Party or between an Indemnified Party and any third party relating hereto). (b) Seller Subject to the terms of the Engagement Letter, each of FinPac and the Borrower agrees to pay as and when billed by Buyer upon demand all of the out-of pocket reasonable fees, costs and expenses incurred by Buyer the Lender in connection with (i) the development, preparationnegotiation, preparation and execution or delivery of this Loan Agreement, the Note, any other Loan Document or any Collateral, (ii) the development, negotiation, administrationpreparation, enforcement and execution ofor delivery of any term sheet, and agreement, offering memorandum, indenture, note, trust certificate or instrument relating to any amendmentSecuritization, waiverwhether or not any Securitization is consummated, supplement or modification to, this Agreement, any other Program Document or (iii) any other documents prepared in connection herewith or therewith. Seller agrees to pay as , (iv) any amendment, supplement or modification hereto or thereto (whether or not consummated), (v) the enforcement of any Indemnified Party's rights and when billed by Buyer all of the reasonable out-of-pocket costs remedies hereunder or thereunder (whether or not consummated), (vi) any waiver hereunder or thereunder (whether or not consummated), and expenses incurred in connection with (vii) the consummation and administration of the transactions contemplated hereby and thereby includingthereby, including without limitation, : (iA) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender in connection with any of the matters 56 Warehouse and Security Agreement contemplated by any of clauses (i) through (vii), including, without limitation, such fees and disbursements incurred in advising the Lender from time to time as to its rights and remedies under this Loan Agreement, the Note or any other Loan Document or as to any Securitization or as to its rights and remedies under this Loan Agreement, the Note, any other Loan Document or any Securitization; and (iiB) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant the Lender with respect to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, Collateral under this Loan Agreement or with respect to any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESSecuritization. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees The Borrowers agree to hold Buyerthe Agent, its Affiliates each Lender and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything anything, other than any Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising arising, out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practicesor Predatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that each Note is secured by the obligations Collateral, the obligation of Seller the Borrowers under this Agreement are the Notes is a recourse obligations obligation of Seller. (b) Seller agrees the Borrowers. The Borrowers agree to pay as and when billed by Buyer the Agent all of the out-of of-pocket costs and expenses incurred by Buyer the Agent in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Notes, any other Program Loan Document or any other documents prepared in connection herewith or therewith, including the New Century Guaranty. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable and documented fees, disbursements and expenses of counsel to Buyerthe Agent, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Agent with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Agent pursuant to Sections 2311.03, 39 11.14 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys 11.15 hereof and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating (iii) except to the Program Documentsextent amounts in respect thereof have previously paid pursuant to Section 2.03, the actual or proposed use costs of the proceeds Broker Price Opinions in respect of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESDefaulted Mortgage Loans. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Agreement, any Confirmations, any other Program Transaction Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Confirmations, any other Program Transaction Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Transaction Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Transaction Asset for any sum owing thereunder, or to enforce any provisions of any LoanTransaction Asset Document, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, the Confirmation, any other Program Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. In the event the sale of a Transaction Asset is re-characterized as a loan, Seller hereby acknowledges that, notwithstanding the fact that the obligations of Seller under this Agreement are secured by such Transaction Asset, all obligations of Seller hereunder are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of of-pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any Confirmation, any other Program Transaction Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Buyer and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items Transaction Asset under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 2312.03(a), 39 12.14 and 44 12.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any such Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation of the Borrower thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the Lender's reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender's rights under this Loan Agreement, the Notes, any other Loan Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel (including all fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). The Borrower hereby acknowledges that, notwithstanding the fact that the Notes are secured by the Collateral, the obligation of the Borrower under the Notes is a recourse obligation of the Borrower. (b) The Borrower agrees to pay as and when billed by the Lender all of the reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the negotiation, preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement, the Notes, any other Loan Document or any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby includingthereby, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender, in accordance with the Fee Letter (which shall govern the Borrower's liability with respect to Lender's counsel fees and disbursements in connection with the preparation, execution and delivery of the Loan Documents), (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant the Lender with respect to Sections 23Collateral under this Loan Agreement, 39 and 44 in accordance with Section 2.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise (iii) fees relating to the Program Documentsfiling of UCC financing statements, and (iv) fees relating to UCC searches for the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESBorrower in jurisdictions listed on Schedule 6. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees Encore, ECC and Bravo, jointly and severally, agree to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including out-of-pocket counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each of Encore, ECC and Bravo, jointly and severally, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans that is or at any time was a Purchased Asset relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan that is or at any time was a Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Loan that is or at any time was a Purchased Asset, Seller each of Encore, ECC and Bravo, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Encore, ECC or Bravo of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerEncore, ECC or Bravo. Seller Each of Encore, ECC and Bravo, jointly and severally, also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to The Sellers agree to, on a joint and several basis, hold the Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller the Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Sellers. Seller The Sellers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Sellers hereby acknowledges that acknowledge that, the obligations of Seller the Sellers under this Agreement are joint and several recourse obligations of Sellerthe Sellers. (b) Seller agrees The Sellers agree, on a joint and several basis, to pay as and when billed by the Buyer all of the out-of pocket costs and expenses incurred by the Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith, including, without limitation, the fees and expenses of Buyer’s counsel which will be independent from and not included in the aggregate limitation specified in subclause (i) of this subsection. Seller agrees The Sellers agree to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to the Buyer, but limited to no greater than $10,000 in the aggregate during the term of this Agreement and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by the Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by the Buyer pursuant to Sections 23, 39 and 44 hereof. Seller Sellers also agrees agree not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails Sellers fail to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller Sellers by Buyer, in its sole discretion and Seller Sellers shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller Sellers hereunder, the covenants and obligations of Seller Sellers contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Loan Agreement, the Note or Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note or Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Mortgage Loan, Underlying Obligation or Underlying Transaction for any sum owing thereunder, or to enforce any provisions of any such Mortgage Loan, Seller Underlying Obligation or Underlying Transaction, the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note or Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note or Notes is a recourse obligations obligation of Sellerthe Borrower. (b) Seller Except as set forth in Section 2.02(a) hereof, the Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note or Notes, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Contract for any sum owing thereunder, or to enforce any provisions of any LoanContract, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when within 15 days of being billed by Buyer the Lender all of the out-of pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when within 15 days of being billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 hereof. Seller also agrees not to assert 11.16 hereof other than any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys costs and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to expenses incurred in connection with the Program Documents, the actual or proposed use Lender's rehypothecation of the proceeds Contracts prior to an Event of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESDefault. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party the Lender (collectively, the “"Costs”") relating to or arising out of this Agreement, the Term Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Term Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s the Lender's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller foregoing the Borrower agrees to hold any Indemnified Party the Lender harmless from and indemnify such Indemnified Party the Lender against all Costs with respect to all Term Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s the Lender's gross negligence or willful misconductmisconduct or relating to or arising out of any breach, violation or alleged breach or violation of any consumer credit laws, including without limitation the "Truth in Lending Act" 15 U.S.C. ▇▇.▇▇. 1601 et. seq. and/or the "Real Estate Settlement Procedures Act" 12 U.S.C. ▇▇.▇▇. 2601 et. seq. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Term Loan for any sum owing thereunder, or to enforce any provisions of any Term Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in good faith in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Agreement, the Term Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Term Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Term Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement, the Term Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 23, 39 and 44 9.5(a) hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees The Borrowers agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified PartyLender’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Partythe Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Lender’s rights under this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers. (b) Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the out-of pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Warehouse Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender in connection with the execution of this Warehouse Agreement, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Warehouse Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2310.03(a), 39 10.14 and 44 hereof. Seller also agrees not to assert 10.16 hereof other than any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys costs and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to expenses incurred in connection with the Program Documents, the actual or proposed use Lender’s rehypothecation of the proceeds Mortgage Loans prior to an Event of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE Default and (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCTiii) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable initial and ongoing fees and expenses incurred by the Custodian in connection with the performance of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights duties under the Program DocumentsCustodial Agreement. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Each Seller jointly and severally, agrees to indemnify and hold Buyer, harmless Buyer and each of its Affiliates and each of Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify against any Indemnified Party against and all liabilitiesclaims, damages, losses, damagesliabilities, judgmentscosts, costs and expenses of any kind which (including, without limitation, attorneys' fees and disbursements) ("Costs") that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, thatexcept to the extent such claim, damage, loss, liability, cost, or expense is found in each casea final, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Costs subject to this Section 12.01 shall include but not be limited to Costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition or the removal of any Materials of Environmental Concern, in each case in any way affecting Seller's or any of its Affiliates' properties or any of the Mortgage Assets. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Mortgage Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation regulation, except to the extent such claim, damage, loss, liability, cost, or any consumer credit lawsexpense is found in a final, including without limitation laws with respect non appealable judgment by a court of competent jurisdiction to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results have resulted from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. Each Seller agrees not to assert any claim against any Indemnified Party, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Repurchase Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of any Transaction. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Mortgage Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Asset, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Each Seller agrees to shall, whether or not any transaction contemplated hereby is consummated: (i) pay as and when billed by Buyer Buyer, and in any event within three (3) days after demand from Buyer, all of the reasonable out-of of-pocket costs and expenses incurred by (including, without limitation, all actual and reasonable fees and disbursements of outside legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any reasonable fees and expenses associated with travel or other costs relating to any appraisals or examinations conducted in connection with any Transactions or any proposed Purchased Assets, and the amount of such costs and expenses shall, until paid, bear interest at the greater of (x) 5.25% per annum in excess of the Prime Rate in effect from time to time or (y) 0.50% per annum in excess of the Federal Funds Rate in effect from time to time (or at such greater rate plus 6.00%, at any time the Post-Default Rate is applicable to any Transaction)) (A) of Buyer in connection with the development, preparation, negotiation, administration, enforcement execution and execution delivery of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller agrees therewith and the documents and instruments referred to pay as herein and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby therein (including, without limitation, (i) all the reasonable fees, disbursements and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and/or other counsel incurred as of the date of this Agreement, which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder) and (B) of Buyer in connection with the enforcement of this Agreement and the other Repurchase Documents and any amendment, waiver or consent relating hereto or thereto and the documents and instruments referred to Buyer, herein and therein; (ii) pay and hold Buyer harmless from and against any and all present and future stamp, documentary, issue, sales and use, value added, property and other similar taxes (other than taxes imposed on net income) with respect to the matters described in foregoing clause (i) and hold Buyer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iii) indemnify each Indemnified Party from and hold each of them harmless against any and all Costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, the entering into and/or performance of this Agreement or any other Repurchase Document or the use of the proceeds of any Transaction hereunder or the consummation of any transactions contemplated herein or in any other Repurchase Document, including, without limitation, (A) the reasonable out of pocket due diligence, inspection, appraisals, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect to Purchased Items Mortgage Assets submitted by any Seller for purchase under this Agreement, including, but not limited to, those actual out of pocket costs and expenses incurred by Buyer pursuant to Sections 2311.01 through 11.06 and Section 12.11, 39 (B) the reasonable fees and 44 hereof. disbursements of counsel incurred in connection therewith and (C) any environmental liabilities with respect to any real estate or other assets held by any Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or Affiliates (but excluding any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating such Costs to the Program Documents, the actual or proposed use extent incurred by reason of the proceeds gross negligence or willful misconduct of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIESPerson to be indemnified). (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of any Seller hereunder, the covenants agreements and obligations of each Seller contained in this Section 23 12.01 shall survive the repayment of all amounts owing to Buyer by Seller under the Repurchase Documents and the termination of this Agreement, the payment in full commitment of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment thereforhereunder.

Indemnification and Expenses. (a) Seller agrees The Sellers agree to hold the Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”) "), relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActMortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Sellers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Sellers. Seller The Sellers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Buyer's rights under this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller. (b) Seller agrees The Sellers agree to pay as and when billed by the Buyer all of the out-of of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller agrees The Sellers agree to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, (i) limitation filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyerthe Buyer which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder. Subject to the limitations set forth in Section 28 hereof, and (ii) the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by the Buyer with respect to Purchased Items Mortgage Loans submitted by the Sellers for purchase under this Repurchase Agreement, including, but not limited to, those out of pocket costs and expenses incurred by the Buyer pursuant to Sections 23, 39 15(b) and 44 29 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If The obligations of the Seller fails from time to time to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunderRepurchase Price, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this AgreementPeriodic Advance Repurchase Payments, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery due under this Repurchase Agreement shall be full recourse obligations of the Purchased Loans by Buyer against full payment thereforSellers.

Indemnification and Expenses. (a) Seller agrees The Borrowers, jointly and severally, agree to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Eligible Mortgage Loans and Eligible Securities relating to or arising out of any violation or alleged violation of any securities law, environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Eligible Mortgage Loan or Eligible Security for any sum owing thereunder, or to enforce any provisions of any Eligible Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any of the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellersuch Borrower. Seller The Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Each of the Borrowers hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellereach of the Borrowers. (b) Seller agrees The Borrowers agree to (i) pay as and when billed by Buyer the Lender all of the out-of of-pocket costs and expenses (including the reasonable fees and expenses of counsel) incurred by Buyer the Lender in connection with the drafting, development, preparation, negotiation, administration, enforcement negotiation and execution of, and any amendmentthis Loan Agreement, waiver, supplement or modification to, this Agreementthe Note, any other Program Loan Document or any other documents prepared in connection with the initial execution herewith in an aggregate amount not to exceed $50,000 and (ii) pay as and when billed by the Lender all of the out-of-pocket costs and expenses (including the reasonable fees and expenses of counsel) incurred by the Lender in connection with the drafting, development, preparation, negotiation and execution of any amendment, supplement or therewithmodification thereto. Seller agrees The Borrowers agree to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, including without limitation, limitation (i) all the reasonable fees, disbursements and expenses of counsel to Buyerthe Lender, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2312.03(a), 39 12.14 and 44 12.15 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller agrees to The Borrower shall hold Buyer, its Affiliates each Lender-Related Party and each of their officers, directors, employees, agents and advisors Participant (each Lender-Related Party and each Participant) an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”"Indemnified Liabilities") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs Indemnified Liabilities with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, Loan Agreement any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Advances are secured by the Collateral, the obligation of Seller the Borrower with respect to each Advance is a recourse obligation of the Borrower. The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Party under this Agreement are recourse obligations Section 11.03 with respect to any Indemnified Liability that a court of Sellercompetent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Party or any Indemnified Party's breach of this Loan Agreement. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential, or punitive damages. (b) Seller agrees to The Borrower shall pay as and when billed by Buyer the Lender all of the out-of pocket costs and expenses incurred by Buyer in connection with Lender Expenses through the developmentClosing Date, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer including all of the reasonable out-of-pocket costs and expenses incurred by the Lender, its Affiliates, and each Pledgee Lender in connection with the development, preparation and execution of (A) this Loan Agreement and any other Loan Document, to the extent such expenses as of the Closing Date exceed the portion of the Expense Deposit (as defined in the Fee Letter) that is retained by Lender pursuant to the terms of the Fee Letter; and (B) from and after the Closing Date, any Loan Document, amendment, restatement, supplement, or modification of this Loan Agreement or any other Loan Document. The Borrower shall pay as and when billed by the Lender all Lender Expenses from and after the Closing Date including all of the out-of-pocket costs and expenses incurred by the Lender, any of its Affiliates, and each Pledgee Lender in connection with the consummation and administration of the transactions contemplated hereby and thereby or with respect to the Collateral, including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyercounsel, and (ii) search fees and filing and recording fees, (iii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer with respect (subject to Purchased Items under this Agreementthe last clause of Section 11.16, includingas applicable), but not limited to, and (iv) those costs and expenses incurred by Buyer pursuant to Sections 2311.03(a), 39 11.14 and 44 11.16 hereof. Seller also agrees not Without limiting the foregoing, Borrower would be required to assert any claim against Buyer pay the actual charges paid or incurred by Lender, any of its Affiliates, or any Pledgee Lender for the services of their respective officersany third-party hired by Lender, directorsany of its Affiliates, employeesor any Pledgee Lender for performing financial audits, attorneys appraising the Collateral, or assessing compliance by any Related Party, Trust 2003-1, or the Borrower with the terms, conditions, representations and agents, on any theory other provisions of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby Loan Documents. Notwithstanding the foregoing, so long as no Default or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIESEvent of Default has occurred or is continuing, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees the out-of-pocket costs and expenses of counsel and indemnities, such amount may be paid on behalf of Seller incurred by Buyer, Lender in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under connection with the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination monitoring of this Agreementcredit facility by Lender after the Closing Date for which the Lender may seek reimbursement shall not exceed an amount equal to $75,000 per annum (it being understood that such limitation does not apply to attorneys' fees, any fees or expenses to service the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment thereforMortgage Loans, or any fees or expenses related to reunderwriting).

Indemnification and Expenses. (a1) Seller The Borrowers agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which -131- 137 may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Eligible Asset for any sum owing thereunder, or to enforce any provisions of any Loansuch Eligible Asset, Seller the Borrowers will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellera Borrower. Seller The Borrowers also agrees agree to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees and disbursements incurred in any action or proceeding between a Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrowers hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller the Borrowers under this Agreement the Note are recourse obligations of Sellerthe Borrowers. (b) Seller agrees to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans the Pledged Equity and the Contributed REO Properties relating to or arising out of (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) performance of any labor or services or the furnishing of any materials or other property in respect of any Contributed REO Property, (iv) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Loan Document, Purchased Asset or Contributed REO Property, (v) any Lien (other than any Permitted Encumbrance) or claim arising on or against any Pledged Equity or Contributed REO Property under any Requirements of Law or any liability asserted against Lender or any Indemnified Person with respect thereto, (vi) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any property or Property by any Person or other source, whether related or unrelated to Borrower, (2) any presence of any Hazardous Substances (other than De Minimis Substances) in, on, within, above, under, near, affecting or emanating from any Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Contributed REO Property of any Hazardous Substances (other than De Minimis Substances) at any time located in, under, on, above or affecting any Contributed REO Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Contributed REO Property by any Person or other source, whether related or unrelated to Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien (other than any Permitted Encumbrance) on any Contributed REO Property with regard to, or as a result of, any Hazardous Substances (other than De Minimis Substances) or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Loan Document or REO Document relating to environmental matters in any way, or (vii) Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actforegoing clauses of this Section 12.03, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suitFor the avoidance of doubt, proceeding or action brought following an Event of Default and the realization by an Indemnified Party in connection with any Loan the Lender of the Pledged Equity, Borrower shall not be liable pursuant to the terms and provisions of this Section 12.03(a) for any sum owing thereunderCosts which directly result from any action (or inaction, only to the extent that Lender is required to take any action and failed to do so, including, without limitation, maintaining liability insurance within a reasonable period following such realization and otherwise acting as a prudent owner of residential real property) by the Lender (or any successor to enforce any provisions the Lender) as the owner of the Pledged Equity or of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerrelated REO Property. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrower under this Agreement are the Note is a recourse obligations obligation of Seller.Borrower. This Section 12.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-tax claim, and in no event shall Costs include any Excluded Taxes (b) Seller Borrower agrees to pay as and when billed by Buyer Lender all of the out-of pocket costs and expenses incurred by Buyer Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller Borrower agrees to pay as and when billed by Buyer Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, Lender and (ii) except as otherwise expressly provided herein, all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer Lender pursuant to Sections 2312.03, 39 12.14 and 44 12.18 hereof. Seller Borrower also agrees not to assert any claim against Buyer Lender or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Loan Documents, the actual or proposed use of the proceeds of the TransactionsAdvances, this Loan Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT FRAUD GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller Borrower fails to pay when due any costs, expenses or other amounts payable by it under this Loan Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller Borrower by BuyerLender, in its sole discretion and Seller Borrower shall remain liable for any such payments by BuyerLender. No such payment by Buyer Lender shall be deemed a waiver of any of BuyerLender’s rights under the Program Loan Documents. (d) Without prejudice to the survival of any other agreement of Seller Borrower hereunder, the covenants and obligations of Seller Borrower contained in this Section 23 12.03 shall survive the termination of this Loan Agreement. (e) All sums reasonably expended by Lender in connection with the exercise of any right or remedy provided for herein shall be and remain Borrower’s obligation (unless and to the extent that Borrower is the prevailing party in any dispute, claim or action relating thereto). Borrower agrees to pay, with interest at the Post-Default Rate to the extent that an Event of Default has occurred, the payment reasonable out of pocket expenses and reasonable attorneys’ fees incurred by Lender and/or Custodian in full connection with the preparation, negotiation, enforcement (including any waivers), administration and amendment of the Repurchase Price and all other amounts payable hereunder and delivery Loan Documents (regardless of whether an Advance is outstanding hereunder), the Purchased Loans taking of any action, including legal action, required or permitted to be taken by Buyer against full payment thereforLender and/or Custodian pursuant thereto, any “due diligence” or loan agent reviews conducted by Lender or on its behalf or by refinancing or restructuring in the nature of a “workout.”

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officerstheirofficers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower. (b) Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the ofthe out-of pocket costs and expenses incurred by Buyer the Lender in connection with the development, preparation, negotiation, administration, enforcement preparation and execution of, and any amendment, waiver, supplement or modification to, this Loan Agreement, the Note, any other Program Loan Document or any other documents prepared in connection herewith or therewith. Seller The Borrower agrees to pay as and when billed by Buyer the Lender all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer, the Lender and (ii) all the due diligence, inspection, testing and review (including but not limited to any loan level file review of any Loans and all on-going due diligence costs) costs and expenses incurred by Buyer the Lender with respect to Purchased Items Collateral under this Loan Agreement, including, but not limited to, those costs and expenses incurred by Buyer the Lender pursuant to Sections 2311.03(a), 39 11.14 and 44 11.16 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents. (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the termination of this Agreement, the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by Buyer against full payment therefor.