Common use of INDEMNIFICATION AND EXPENSES; RECOURSE Clause in Contracts

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, its Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and limitation, filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. Notwithstanding the foregoing, Seller shall not be responsible for counsel fees or expenses in connection with the preparation of the initial Facility Documents. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) The obligations of Seller Partyunder this Section 15 hereof shall survive the termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) The Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 26 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 26 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, its Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, indemnify any Indemnified Party against all liabilities, losses, damages, judgments, reasonable and necessary costs and out-of-pocket expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Agreement, any other Program Document or Facility Document, 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 therebythereof, that, in each case, results from anything other than the Indemnified Party’s gross negligence or negligence, bad faith, willful misconduct, or breach of its express obligations hereunder. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or negligence, bad faith, willful misconduct, or breach of its express obligations hereunder. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party of any obligation thereunder or arising out of any other agreementObligation hereunder. Subject to Seller’s good faith dispute, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and within thirty (30) calendar days of when billed by such Indemnified Party and subject to the reasonableness of such billing for all the reasonable and necessary Indemnified Party’s costs and out-of-pocket expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. (b) Subject to Seller’s good faith dispute, Seller Party agrees to pay as and when billed within thirty (30) calendar days of billing by Buyer and subject to this Agreement all of the out-of-pocket costs reasonable and expenses necessary Expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Subject to Seller’s good faith dispute, Seller Party agrees to pay as and when billed within thirty (30) calendar days of billing by Buyer all of the reasonable out-of-pocket costs and expenses Expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including including, without limitation search and limitation, filing fees and all the reasonable fees, disbursements and reasonable out-of-pocket expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and reasonable out-of-pocket expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of reasonable and necessary out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof, subject to the limits set forth in the Pricing Letter, including without limitation, the Due Diligence Cap. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) The obligations of Seller Partyunder this Section 15 hereof shall survive the termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller shall hold each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will shall save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) Seller Party agrees to shall pay as and when billed by Buyer all of the reasonable, out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to shall pay as and when billed by Buyer all of the reasonable out-of-out of pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and 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 a cap of $100,000. Subject to the limitations set forth in Section 17 hereof, Seller Party agrees to shall pay Buyer all the reasonable out of reasonable, out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Repurchase Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(b) and 16 17 hereof, subject to an annual cap of $25,000 unless an Event of Default has occurred. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Repurchase Agreement shall be are full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, indemnify any Indemnified Party against all third-party liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) Seller Party agrees The Sellers agree to pay as and when billed by the Buyer all of the out-of-out of pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 17 hereof, the Sellers agree to pay the Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by Seller the Sellers for purchase under this Repurchase Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by the Buyer pursuant to Sections 14(athis Section 15(b) and 16 Section 17 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of the Sellers. (d) Each Seller shall be jointly and severally liable for the full, complete and punctual performance and satisfaction of all obligations of any Seller under this Repurchase Agreement. Accordingly, each Seller Partywaives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon such Seller’s joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against any Seller, the Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against any Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basisindemnify and defend, any Indemnified Party against all claims, liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities Purchased Assets or any failure by any Seller Party or Subsidiary thereof of Seller to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an USActive 58893110.158893110.5 Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, including, without limitation, those arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party Xxxxxx agrees to pay as and when billed by Buyer Xxxxx all of the out-of-pocket costs and expenses Expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses Expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses Expenses of counsel to Buyer; provided, that in no event shall the aggregate amount of fees payable to outside counsel for Expenses incurred in connection with the execution of this Agreement and the other Program Documents on or before the date of the execution thereof exceed an amount equal to [*]. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses Expenses incurred by Buyer with respect to Mortgage Loans Purchased Assets submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses Expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 hereof17 of this Agreement. Seller further agrees to pay all of Xxxxx’s reasonable costs and Expenses including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Buyer in connection with the enforcement of any of the foregoing. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement Agreement, in each case, without any duplication, shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors and controlling persons (each within the meaning of federal securities laws)(each an “"Indemnified Party”") harmless from and indemnify, indemnify any Indemnified Party on an after-Tax basistax basis against losses, any Indemnified Party against all liabilities, lossesclaims, damages, obligations, penalties, judgments, costs awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses or disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which the Buyer is a party) of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “"Costs”"), (a) relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s 's gross negligence or willful misconduct. misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction, (b) directly or indirectly caused by, relating to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from, any statements or omission in or from any other information furnished by the Sellers to the Buyer; provided, however, such indemnity penalty shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of Buyer or a breach by Buyer of its covenant set forth in Section 12.02 hereof. (b) Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Purchased Assets or Subject Securities relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans Purchased Assets or Agency Securities Subject Securities, including, without limitation, any and all liabilities with respect to, or resulting from any failure by delay in paying, any Seller Party and all stamp, excise, sales or Subsidiary thereof other taxes which may be payable or determined to pay when due be payable with respect to any Taxes for which such Person is liableof the Equity Interests, that result that, in each case, results from anything other than the Indemnified Party’s 's gross negligence or willful misconductmisconduct or a breach by Buyer of its covenant set forth in Section 12.02 hereof as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan of the Purchased Assets or Agency Security Subject Securities for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan Purchased Asset or Agency Subject Security, each Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by either Seller 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 a Seller. Each Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s '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. (bc) If any action, suit, proceeding or investigation is commenced, as to which the Buyer proposes to demand indemnification, it shall notify the Sellers with reasonable promptness; provided, however, that any failure by the Buyer to notify the Sellers shall not relieve the Sellers from their obligations hereunder. The Buyer shall have the right to retain counsel of its own choice to represent it, and the Sellers shall pay the fees, expenses and disbursements of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Sellers and any counsel designated by the Sellers. The Sellers shall be liable for any settlement of any claim against the Indemnified Parties with the Seller's written consent, which consent shall not be unreasonably withheld. The Sellers shall not, without the prior written consent of Buyer, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to Buyer of an unconditional and irrevocable release from all liability in respect of such claim. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Sellers, on the one hand, and Buyer, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which the indemnified persons may be subject in accordance with the relative benefits received by the Sellers, on the one hand, and Buyer, on the other hand, and also the relative fault of the Sellers, on the one hand, and Buyer, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, the Buyer shall not be obligated to contribute any amount hereunder that exceeds the amount of fees received by Buyer pursuant to the Repurchase Agreement, except in connection with a breach by Buyer of its covenant set forth in Section 12.02 hereof. (d) Each Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, of this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party agrees Sellers agree to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred by Buyer on or prior to the Purchase Date in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses of outside counsel to Buyerthe Buyer up to an aggregate amount of $250,000 (the "Initial Transaction Cap"), which amount shall be deducted from the Purchase Price paid for the Transaction hereunder (provided, that any expenses incurred following the Purchase Date in connection with any amendment, supplement or modification to this Repurchase Agreement, any other Repurchase Document or any other documents prepared in connection therewith shall not be subject to the Initial Transaction Cap and provided further that any expenses incurred in connection with the enforcement of any Repurchase Document shall be borne by the Seller and shall not be subject to the Initial Transaction Cap. The Buyer or its outside counsel shall provide the Sellers with itemized or detailed information related to such fees and expenses outlined above prior to payment thereof, except with respect to up to $30,000 in legal fees, which itemization shall be provided within a reasonable time following payment of such fees. Subject to Initial Transaction Cap and other limitations set forth in Section 16 hereof, each Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer on or prior to the Purchase Date with respect to Mortgage Loans submitted by Seller for purchase under this Agreementthe Subject Securities, including, but not limited to, those out of pocket costs and expenses incurred by the Buyer pursuant to Sections 14(a15(d) and 16 hereof. The Sellers shall be responsible for all of their out-of-pocket costs and expenses incurred in connection herewith. (ce) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Sellers. (f) The Sellers' agreements in this Section 15 shall survive the payment in full of the Repurchase Price, the Periodic Advance Repurchase Payments, and all other amounts due under this Repurchase Agreement and the expiration or termination of this Repurchase Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1, subject to the related Schedule of Exceptions), 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 than, and to the extent of, any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans Purchased Assets, including any Mezzanine Subsidiary Assets, or Agency Securities any environmental issue or liability, or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset including any Mezzanine Subsidiary Assets for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, including any Mezzanine Subsidiary Assets, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Each Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s reasonable and documented costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable and documented fees and disbursements of its counsel. This Section 15(a) shall not apply with respect to Taxes other than Taxes that represent Costs arising from any non-Tax claim. (b) Seller Party agrees Sellers agree to pay as and when billed by Buyer all of the reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. In connection therewith, Sellers shall reimburse Buyer for any of Buyer’s reasonable and documented attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 17) incurred by Buyer in connection with the preparation of the Program Documents such amounts not to exceed the Fee Cap; provided that such Fee Cap shall only apply to the extent of reasonable negotiation of the Program Documents, no extensive delays and no unforeseen issues; provided further that should such fees reach the Fee Cap, Sellers and Buyer shall have a reasonable discussion with respect to increasing the Fee Cap so long as the circumstances provide for the need to increase such Fee Cap. Sellers shall pay as and when billed all of the reasonable and documented out-of, -pocket costs and expenses incurred by Buyer in connection with any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees Sellers agree to pay as and when billed by Buyer all of the reasonable and documented out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable and documented fees, disbursements and expenses of one set of counsel to Buyer. Seller Party agrees Sellers agree to pay Buyer all the reasonable and documented out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans and Mezzanine Loans submitted by Seller Sellers for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof. (c) Without limiting any rights or remedies at law, the Sellers shall only be responsible hereunder for actual out-of-pockets costs and expenses incurred by an Indemnified Party. (d) The obligations of Seller Parties Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySellers.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify, on an after-Tax basis, 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, “"Costs”"), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s '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. (b) . The Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 27 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 27 hereof. (c) . The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, its Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when promptly after being billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements expenses of its counsel. (b) Seller Party Xxxxxx agrees to pay as and when promptly after being billed by Buyer Xxxxx all of the reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document (other than the TIAA Bank Warehouse Customer Guide) or any other documents prepared in connection herewith or therewith. Seller Party Xxxxxx agrees to pay as and when promptly after being billed by Buyer Xxxxx all of the reasonable and documented 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 search and limitation, filing fees and all the reasonable fees, disbursements fees and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable and documented out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) The obligations of Seller Partyunder this Section 15 hereof shall survive the termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, its Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. In no case shall the Seller enter into any settlement agreement that admits wrongdoing on behalf of Xxxxx or requires Buyer to pay any money or penalty without the written consent of Xxxxx. (b) Seller Party agrees to pay pay, without duplication, as and when billed by Buyer Xxxxx, all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document or any other documents prepared in LEGAL02/41080625v5 LEGAL02/41080625v8 connection herewith or therewiththerewith provided that such amendment, supplement or modification was not requested by Xxxxx. Seller Party Subject to the preceding sentence, Xxxxxx agrees to pay as and when billed by Buyer Xxxxx 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 search and limitation, filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer, without duplication. Seller Party agrees to pay pay, without duplication, Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. Notwithstanding the foregoing, Seller shall not be responsible for counsel fees or expenses of Buyer in connection with the preparation of the initial Facility Documents. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) The obligations of Seller Partyunder this Section 15 hereof shall survive the termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party of the Sellers agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify, on an after-Tax basis, 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 (without duplication of Section 7(c)) (collectively, “"Costs”"), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by either Seller 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 either Seller provided, however, that the Sellers shall not be liable for any such expense, loss or damage to the extent resulting from the Indemnified Party's gross negligence or willful misconduct. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s '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 counselcounsel provided, however, that the Sellers shall not be liable for any such expense, loss or damage to the extent resulting from the Indemnified Party's gross negligence or willful misconduct. (b) Seller Party agrees The Sellers agree to pay as and within thirty (30) days when billed by the Buyer all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party agrees The 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of the Sellers. (d) Each Seller shall be jointly and severally liable for the full, complete an punctual performance and satisfaction of all obligations of either Seller under this Repurchase Agreement. Accordingly, each Seller Partywaives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon such Seller's joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against either Seller, the Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against either Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all out-of-pocket liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities Purchased Assets, or any failure by any Seller Party environmental issue or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconductliability. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. This Section 17(a) shall not apply with respect to Taxes, other than Taxes representing losses, claims, damages, etc. arising from any non-Tax claim. (b) Seller Party Xxxxxx agrees to pay as and when billed by Buyer Xxxxx all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith. In connection therewith, Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 21) incurred by Buyer in connection with the preparation of the Facility Documents, in amounts not to exceed the Legal Fee Cap. Seller shall pay as and when billed all of the out-of-pocket costs and expenses incurred by Buyer in connection with any amendment, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer Xxxxx 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a17(a) and 16 21 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basisindemnify and defend, any Indemnified Party against all claims, liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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, thator the servicing or subservicing, as applicable, of any Purchased Mortgage Loans or the actions of Subservicer in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconductconnection therewith. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof of Seller to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, including, without limitation, those arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party Xxxxxx agrees to pay as and when billed by Buyer Xxxxx all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof.other (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basisindemnify and defend, any Indemnified Party against all claims, liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities Purchased Assets or any failure by any Seller Party or Subsidiary thereof of Seller to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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.or (b) Seller Party Xxxxxx agrees to pay as and when billed by Buyer Xxxxx all of the out-of-pocket costs and expenses Expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses Expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses Expenses of counsel to Buyer; provided, that in no event shall the aggregate amount of fees payable to outside counsel for Expenses incurred in connection with the execution of this Agreement and the other Program Documents on or before the date of the execution thereof exceed an amount equal to [*]. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses Expenses incurred by Buyer with respect to Mortgage Loans Purchased Assets submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses Expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 hereof17 of this Agreement. Seller further agrees to pay all of Xxxxx’s reasonable costs and Expenses including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Buyer in connection with the enforcement of any of the foregoing. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement Agreement, in each case, without any duplication, shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold the Administrative Agent, each Buyer, their Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of BuyerAdministrative Agent’s or Buyers’ rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. In no case shall the Seller enter into any settlement agreement that admits wrongdoing on behalf of the Buyers or requires the Buyers to pay any money or penalty without the written consent of the Buyers. (b) Seller Party agrees to pay pay, without duplication, as and when billed by Buyer the Administrative Agent all of the out-of-pocket costs and expenses incurred by the Administrative Agent and each Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed therewith provided that such amendment, supplement or modification was not requested 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.Administrative Agent or any

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify, on an after-Tax basis, 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, “"Costs”"), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s '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. (b) Seller Party agrees The Sellers agree 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of the Sellers. (d) Each Seller shall be jointly and severally liable for the full, complete and punctual performance and satisfaction of all obligations of any Seller under this Repurchase Agreement. Accordingly, each Seller Partywaives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon such Seller's joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against any Seller, Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against any Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the 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 this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of external counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, Seller shall hold each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the 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 this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Repurchase 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. (b) Seller Party agrees to pay as and when billed by Buyer shall pay, within forty-five (45) days of Seller’s receipt of an invoice from Buyer, all of the reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith; provided that any attorneys’ fees to be paid by Seller in connection with such development, preparation and execution of, this Repurchase Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith on or prior to the Effective Date shall not exceed the Legal Fee Cap; and provided further that such Legal Fee Cap shall not apply with respect to any amendment, modification or any other legal fees incurred following the Effective Date. Subject to the foregoing, Seller Party agrees to shall 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Subject to the limitations set forth in Section 16 hereof, Seller Party agrees to shall pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Repurchase Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a14(b) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Repurchase Agreement shall be are full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) Seller If any proceeding shall be instituted involving any Person in which indemnification may be sought under this Section, the Indemnified Party agrees shall promptly notify the Sellers in writing and the Sellers, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Sellers may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless representation of both the Sellers and such Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. The Sellers may at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel reasonably satisfactory to the Indemnified Party in connection therewith provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless they shall fail to assume the defense of any proceeding the Sellers shall not be liable for any settlement of any proceeding effected without their written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Sellers agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. If the Sellers assume the defense of any proceeding, the Sellers shall be entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for release of the Indemnified Party in connection with all matters relating to the proceeding which have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Indemnified Party. The Sellers will not permit any such settlement to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party, without such Indemnified Party’s prior written consent. (c) The Sellers agree 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by Seller 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 14(a15(b) and 16 27 hereof. (cd) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller. (e) Each Seller Partyshall be jointly and severally liable for the full, complete an punctual performance and satisfaction of all obligations of any Seller under this Repurchase Agreement. Accordingly, each Seller waives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon such Seller’s joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against any Seller, Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against any Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, Buyer and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, indemnify any Indemnified Party against all actual out-of-pocket liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the an Indemnified Party’s failure to comply with Requirements of Law, gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party Sellers will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller 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 a Seller. Each Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Each Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewiththerewith (except solely to the extent a Seller is merely accommodating an administrative requirement of Buyer, is not otherwise required by the terms hereof or another Facility Document to agree thereto, and no Default or Event of Default exists). Each Seller Party 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 search and 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, if any, set forth in the Pricing Letter with respect to certain initial Due Diligence Costs, each Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by a Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller, jointly and severally.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof; provided, however, that Buyer shall be responsible for all costs and expenses incurred by Buyer in connection with Buyer’s initial on-site due diligence, inspection, testing and review of Seller Party. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, each Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller 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 a Seller Party. Each Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Each Seller Party agrees to pay as and when billed by Buyer all of the out-of-pocket out‑of‑pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Each Seller Party agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Each Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof.. ‑24‑ (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (ai) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all out-of-pocket liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities Purchased Assets, or any failure by any Seller Party environmental issue or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconductliability. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. This Section 17(a) shall not apply with respect to Taxes, other than Taxes representing losses, claims, damages, etc. arising from any non-Tax claim. (bii) Seller Party agrees to pay as and when billed by Buyer Xxxxx all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith. In connection therewith, Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 21) incurred by Buyer in connection with the preparation of the Facility Documents, in amounts not to exceed the Legal Fee Cap. Seller shall pay as and when billed all of the out-of-pocket costs and expenses incurred by Buyer in connection with any amendment, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer Xxxxx 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a17(a) and 16 21 hereof. (ciii) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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, LEGAL02/40558019v11 this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) Seller Party agrees The Sellers agree 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of the Sellers. (d) Each Seller shall be jointly and severally liable for the full, complete and punctual performance and satisfaction of all obligations of either Seller under this Repurchase Agreement. Accordingly, each Seller Partywaives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon such Seller’s joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against either Seller, Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against either Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, its Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when promptly after being billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all out-of-pocket liabilities, losses, damages (excluding consequential, indirect, punitive and special damages), judgments, costs and expenses of any kind which may be actually imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1, subject to the related Schedule of Exceptions), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes (without duplication for any Indemnified Taxes and Excluded Taxes) incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans Purchased Assets, or Agency Securities any environmental issue or liability (except to the extent caused by the gross negligence or willful misconduct of Buyer or Buyer’s agents or assignees), or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person Seller Party is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage Costs suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller 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 Seller Party. Seller Party also agrees to promptly reimburse an Indemnified Party as and when billed by such Indemnified Party following Seller’s receipt of a bxxx therefor for all the Indemnified Party’s costs and expenses Costs incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party agrees to promptly pay as following Seller’s receipt of a bxxx therefor all of the out-of-pocket costs and when billed expenses actually incurred by Buyer in connection with the development, preparation and execution of this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. In connection therewith, Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 17) actually incurred by Buyer in connection with the preparation of the Program Documents. Seller shall promptly pay following Seller’s receipt of a bxxx therefor all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to promptly pay as and when billed by Buyer following Seller’s receipt of a bxxx therefor all of the reasonable out-of-pocket costs and expenses actually incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party also agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) as set forth in and 16 in accordance with the provisions of Section 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans Purchased Assets, or Agency Securities any environmental issue or liability, or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. This Section 15(a) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) Seller Party 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 and execution of this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. In connection therewith, Seller shall reimburse Buyer for any of Buyer’s reasonable attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 17) incurred by Buyer in connection with the preparation of the Program Documents. Seller shall pay as and when billed all of the out-of, -pocket costs and expenses incurred by Buyer in connection with any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) The Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 27 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (ai) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all third-party liabilities, losses, damages, and judgments, documented, actual, out-of-pocket costs and expenses of any kind which may be 55 LEGAL02/43731153v4 imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of Section 13(g), as a result of Buyer’s compliance with the provisions of Section 14(g) or any representation or warranty contained on Schedule 1), 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 the 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, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Purchased Mortgage Loans or Agency Securities or any failure by any such Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, each Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by such Seller 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 such Seller. Each Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when promptly after billed by such Indemnified Party for all the Indemnified Party’s documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (bii) Each Seller Party agrees to pay as and when promptly after billed by Buyer Xxxxx all of the reasonable, documented, actual, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with (i) the development, preparation and execution of, of the Program Documents or any other documents prepared in connection herewith or therewith and (ii) any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Each Seller Party agrees to pay as and when promptly after billed by Buyer Xxxxx all of the documented, actual, 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 search and filing fees and all the documented, actual, reasonable fees, disbursements and expenses of counsel to Buyer. Subject to the Due Diligence Cap, each Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by such Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof. (ciii) The obligations of Seller Parties Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Partythe Sellers.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, indemnify any Indemnified Party against all third-party liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) Seller Party agrees The Sellers agree 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 17 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by Seller 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 14(a15(b) and 16 17 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of the Sellers. (d) Each Seller shall be jointly and severally liable for the full, complete an punctual performance and satisfaction of all obligations of either Seller under this Repurchase Agreement. Accordingly, each Seller Partywaives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon such Seller’s joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against either Seller, Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against either Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each each, an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation any wire fraud or data or systems intrusions which causes Buyer to suffer any such liability, loss, damage, judgment, cost and/or expense), that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller shall hold each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will shall save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment recoupment, or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) Seller Party agrees to shall 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 preparation, and execution of, and of any amendment, supplement supplement, or modification to, to this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith; provided that, (i) for the avoidance of doubt, Seller shall not be required to pay the legal fees and expenses incurred prior to the date hereof in connection with the development, preparation, and execution of this Repurchase Agreement and the other Facility Documents entered into on the date hereof and (ii) Buyer and Seller shall use good faith efforts to mutually agree upon such cost prior to the execution of any amendment to this Repurchase Agreement or any other Facility Document. Subject to the foregoing proviso, Seller Party agrees to shall 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 search and filing fees and all the reasonable fees, disbursements disbursements, and expenses of counsel to Buyer. Subject to the limitations set forth in Section 16 hereof, Seller Party agrees to shall pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Repurchase Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a14(b) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Repurchase Agreement shall be are full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party of the Sellers agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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 (without duplication of Section 7(c)) (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Assets relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liablePurchased Assets, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by either Seller 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 either Seller provided, however, that the Sellers shall not be liable for any such expense, loss or damage to the extent resulting from the Indemnified Party’s gross negligence or willful misconduct. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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 counselcounsel provided, however, that the Sellers shall not be liable for any such expense, loss or damage to the extent resulting from the Indemnified Party’s gross negligence or willful misconduct. (b) Seller Party agrees The Sellers agree to pay as and within thirty (30) days when billed by the Buyer all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party agrees The 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans Purchased Assets submitted by Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of the Sellers. (d) Each Seller shall be jointly and severally liable for the full, complete an punctual performance and satisfaction of all obligations of either Seller under this Repurchase Agreement. Accordingly, each Seller Partywaives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon such Seller’s joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to the Obligations. When pursuing its rights and remedies hereunder against either Seller, the Buyer may, but shall be under no obligation, to pursue such rights and remedies hereunder against either Seller or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from such Seller or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against such Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-after- Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith, provided, however, that Seller shall not be required to pay or reimburse Buyer more than Thirty Five Thousand and 00/xx Dollars ($35,000) with respect to third party legal fees incurred by Buyer solely in connection with the initial development, preparation and execution of the Program Documents through the Closing Date. Any legal fees in excess of the amount referenced in the prior sentence shall be evenly split between the Seller and the Buyer. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, USActive 5512618.10 -48- in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) Seller Party agrees The Sellers agree 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 26 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by Seller 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 14(a15(b) and 16 26 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Sellers.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) The Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 26 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 26 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold the Administrative Agent, each Buyer, their Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when promptly after being billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyerany Indemnified Party’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements expenses of its counsel. (b) Seller Party agrees to pay as and when promptly after being billed by Buyer the Administrative Agent all of the reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and each Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document (other than the Warehouse Customer Guide) or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when promptly after being billed by Buyer the Administrative Agent all of the reasonable and documented 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 search and limitation, filing fees and all the reasonable fees, disbursements fees and expenses of counsel to the Administrative Agent and each Buyer, without duplication. Seller Party agrees to pay the Administrative Agent and each Buyer all the reasonable and documented out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Administrative Agent and each Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by the Administrative Agent and each Buyer pursuant to Sections 14(a15(a) and 16 17 hereof, subject to the limitations set forth therein. For the avoidance of doubt, Seller shall not be responsible for any Expenses, including legal fees and expenses, due to conflicts or communications solely between Buyers, unless such conflicts occur after the declaration of an Event of Default and an acceleration of the Obligations owed under this Agreement. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) The obligations of Seller Partyunder this Section 15 hereof shall survive the termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, each Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller 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 a Seller Party. Each Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Each Seller Party agrees to pay as and when billed by Buyer all of the out-of-pocket out‑of‑pocket costs and expenses incurred by Buyer in connection with (i) the initial development, preparation and execution of, and any amendment, supplement or modification to, of this Agreement, any the other Program Document or Documents and any other documents prepared in connection herewith or therewiththerewith in an amount not to exceed the Legal Fee Cap and (ii) any amendment, supplement or modification thereto. Each Seller Party agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses of counsel to BuyerBuyer subject to the Legal Fee Cap set forth in further detail in the immediately preceding sentence hereto. Each Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in LEGAL02/44212932v3 connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each of Seller Party agrees to and Guarantor shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of Seller Party agrees to and Guarantor shall hold any each Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will or Guarantor, as applicable, shall save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party or Guarantor 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 Partyor Guarantor. Seller Party and Guarantor also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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.’s (b) Seller Party agrees to shall pay as and when billed by Buyer all of the reasonable, out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution ofof (in accordance with Section 3(a) of the Pricing Side Letter), and any amendment, supplement supplement, modification to or modification toadministration and enforcement of, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewiththerewith (in accordance with this Section 16(b)). Seller Party agrees to shall pay as and when billed by Buyer all of the reasonable 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to BuyerBuyer which amount shall be deducted, without duplication, from the Purchase Price paid for the first Transaction hereunder. Subject to the limitations set forth in Section 18 hereof, Seller Party agrees to shall pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a3(b)(i), 16(b) and 16 18 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be are full recourse obligations of each Seller Partyand Guarantor and shall survive termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. Section 15(a) of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 therebythereby (including, without limitation, (i) any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of such party and (ii) any wire fraud or data or systems intrusions which causes Buyer to suffer any such liability, loss, damage, judgment, cost and/or expense), that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, each Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller 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 a Seller Party. Each Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective direct and indirect partners, shareholders, members, officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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 outside counsel. (b) Seller Party agrees to pay as and when billed by Buyer all of the out-of-pocket reasonable costs and expenses incurred by of Buyer (including reasonable counsel’s fees) in connection with the developmentenforcement (whether through negotiations, preparation and execution of, and any amendment, supplement legal proceedings or modification to, otherwise) of this Agreement, any other Program Document Facility Document, or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller required for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 14(a) and 16 hereofa Transaction. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, hereby acknowledge that the Obligations and all other amounts due under this Agreement shall be full are recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify, on an after-Tax basis, 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 Party, excluding for purposes of this Section 15(a) such costs resulting from Taxes or Other Taxes as to which Section 7 shall govern (collectively, “"Costs”"), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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, thatprovided, in each casehowever, results that the Seller shall not be liable for such Costs to the extent resulting from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased MH Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liablePurchased MH Loans, provided, however, that result the Seller shall not be liable for such Costs to the extent resulting from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Purchased MH Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased MH Loan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller provided, however, that the Seller shall not be liable for any such expense, loss or damage to the extent resulting from the Indemnified Party's gross negligence or willful misconduct. The Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s '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, provided, however, that the Seller shall not be liable for such Costs to the extent resulting from the Indemnified Party's gross negligence or willful misconduct. (b) The Seller Party agrees to pay as and within thirty (30) calendar days when billed by the Buyer all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewiththerewith regardless of whether all such documents are executed by the Buyer or Seller. The Seller Party agrees to pay as and thirty (30) calendar days 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 search and 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 27 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Purchased MH Loans submitted by the Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) The Seller Party agrees to pay as and when billed by the Buyer fifty percent (50%) of all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith, provided, however, that Seller (i) is solely responsible for all of the fees incurred by the Custodian in connection with the Custodial Agreement and (ii) is not responsible for the fees and expenses incurred by Buyer in connection with any repurchase transaction pursuant to Section 20 hereof. The Seller Party agrees to pay as and when billed by the Buyer fifty percent (50%) of 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 search and 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 17 hereof, the Seller Party agrees to pay the Buyer fifty percent (50%) of all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 17 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basisindemnify and defend, any Indemnified Party against all claims, liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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, thator the servicing or subservicing, as applicable, of any Purchased Mortgage Loans or the actions of Subservicer in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconductconnection therewith. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof of Seller to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, including, without limitation, those arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Purchased 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 14(a15(a) and 16 17 hereof. Seller further agrees to pay all of Buyer’s reasonable costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Buyer in connection with the enforcement of any of the foregoing. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers jointly and severally agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers jointly and severally agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will jointly and severally save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller 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 Seller Partyany Seller. Seller Party The Sellers also agrees jointly and severally agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) Seller Party agrees The Sellers agree 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party 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 thereby, including, without limitation search and limitation, filing fees and all the reasonable fees, disbursements and expenses of counsel to the Buyer, which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all of the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by any Seller 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 14(a16(b) and 16 27 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Sellers. (d) No recourse shall be had against any incorporator, shareholder, officer, director or employee of Buyer or of Buyer’s investment manager with respect to any of the covenants, agreements, representations or warranties contained in the Repurchase Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all third-party liabilities, losses, damages, and judgments, documented, actual, out-of-pocket costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of Section 13(g), as a result of Buyer’s compliance with the provisions of Section 14(g) or any representation or warranty contained on Schedule 1), 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 the 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, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when promptly after billed by such Indemnified Party for all the Indemnified Party’s documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party agrees to pay as and when promptly after billed by Buyer all of the reasonable, documented, actual, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with (i) the development, preparation and execution of, of the Program Documents or any other documents prepared in connection herewith or therewith in an amount not to exceed the Legal Fee Cap and (ii) any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when promptly after billed by Buyer all of the documented, actual, 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 search and filing fees and all the documented, actual, reasonable fees, disbursements and expenses of counsel to Buyer. Subject to the Due Diligence Cap, Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties Party from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify, on an after-Tax basis, 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, “"Costs”"), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than (A) the Indemnified Party’s 's gross negligence or willful misconductmisconduct or (B) attributable solely to Buyer's ownership of any Purchased Asset following exercise of its rights to take control of such Purchased Asset under this Agreement. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Eligible Assets relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableEligible Assets, that result that, in each case, results from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Eligible Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityEligible Asset, the Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s 's rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) The Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 17 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans Eligible Assets submitted by the Seller 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 14(a15(b) and 16 17 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of the Buyer’s rights under this AgreementRepurchase Agreement after the occurrence of a Default or an Event of Default, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) The Seller Party agrees to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and filing fees and all the reasonable fees, disbursements and expenses of counsel to the Buyer. Subject to the limitations set forth in Section 26 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 26 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. ‌ (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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.counsel.‌ (b) The Seller Party agrees 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 and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 27 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans submitted by the Seller 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 14(a15(b) and 16 27 hereof. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to and Guarantor shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to and Guarantor shall hold any each Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan Loan, Sellers or Agency SecurityGuarantor, Seller Party will as applicable, shall save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller Party or Guarantor 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 such Seller Partyor Guarantor. Each Seller Party and Guarantor also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party agrees to Sellers shall pay as and when billed by Buyer all of the reasonable, out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution ofof (in accordance with Section 2(a) of the Pricing Side Letter), and any amendment, supplement supplement, modification to or modification toadministration and enforcement of, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewiththerewith (in accordance with this Section 16(b)). Seller Party agrees to Sellers shall pay as and when billed by Buyer all of the reasonable 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to BuyerBuyer which amount shall be deducted, without duplication, from the Purchase Price paid for the first Transaction hereunder. Seller Party agrees Subject to the limitations set forth in Section 18 hereof, Sellers shall pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller Sellers for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a3(b)(i), 16(b) and 16 18 hereof. (c) The obligations of Seller Parties Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be are full recourse obligations of each Seller PartySellers and Guarantor and shall survive termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 therebythereby (including, without limitation, (i) any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of such party and (ii) any wire fraud or data or systems intrusions which causes Buyer to suffer any such liability, loss, damage, judgment, cost and/or expense), that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party agrees to pay as and when billed by Buyer all Buxxx xll of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer all Buxxx xll 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all out-of-pocket liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Sxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities Purchased Assets, or any failure by any Seller Party environmental issue or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconductliability. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party Sxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. This Section 17(a) shall not apply with respect to Taxes, other than Taxes representing losses, claims, damages, etc. arising from any non-Tax claim. (b) Seller Party Sxxxxx agrees to pay as and when billed by Buyer Bxxxx all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith. In connection therewith, Seller shall reimburse Buyer for any of Bxxxx’s reasonable out-of-pocket attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 21) incurred by Bxxxx in connection with the preparation of the Facility Documents, in amounts not to exceed the Legal Fee Cap. Seller shall pay as and when billed all of the out-of-pocket costs and expenses incurred by Buyer in connection with any amendment, supplement or modification to, this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer Bxxxx 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a17(a) and 16 21 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to shall hold any each Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will Sellers shall save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller 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 such Seller. Each Seller Party. Seller Party also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) Seller Party agrees to Sellers shall pay as and when billed by Buyer all of the reasonable, out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to Sellers shall pay as and when billed by Buyer all of the reasonable out-of-out of pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and 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 a cap of $100,000. Seller Party agrees Subject to the limitations set forth in Section 17 hereof, Sellers shall pay Buyer all the reasonable out of reasonable, out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller Sellers for purchase under this Repurchase Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(b) and 16 17 hereof, subject to an annual cap of $25,000 unless an Event of Default has occurred. (c) The obligations of Seller Parties Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Repurchase Agreement shall be are full recourse obligations of each Seller PartySellers.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party Sellers agrees to hold Buyer, and its Affiliates and their respective direct and indirect partners, shareholders, members, officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify, on an after-Tax basis, 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, “"Costs”"), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party Sellers will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller 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 Seller Partyany Seller. Seller Party Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s '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 outside counsel. (b) Seller Party agrees Sellers agree to pay as and when billed by Buyer all of the present and future reasonable out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewithFacility Document. Seller Party Sellers 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 search and filing fees and all the reasonable fees, disbursements and expenses of outside counsel to Buyer which amount may, at Buyer's option, be deducted from the Purchase Price paid for the first Transaction hereunder. Seller Party agrees Subject to the limitations set forth in Section 17 hereof, Sellers agree to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller Sellers for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(b) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, Sellers hereby acknowledge that the Obligations and all other amounts due under this Agreement shall be full are recourse obligations of each Seller PartySellers.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to Sellers shall hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each each, an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)Repurchase 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 Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation any wire fraud or data or systems intrusions which causes Buyer to suffer any such liability, loss, damage, judgment, cost and/or expense), that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Furthermore, Seller holds each Indemnified Party harmless from any and all damages, losses, costs and expenses (including attorneys’ fees) arising from disclosure of credit information in connection with Buyer’s secondary marketing operations and the purchase and sale of mortgages or Servicing Rights thereto. Without limiting the generality of the foregoing, Sellers shall hold each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and with respect to all Mortgage Loans relating to or arising out of any Taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will Sellers shall save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party 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 Seller PartySellers. Seller Party Sellers also agrees to shall reimburse an Indemnified Party as and when billed by such Indemnified Party for all of the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Repurchase Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. (b) Seller Party agrees to Sellers shall pay as and when billed by Buyer all of the reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party agrees to Sellers shall 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 search and 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 (1st) Transaction hereunder. Seller Party agrees Subject to the limitations set forth in Section 16 hereof, Sellers shall pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller Sellers for purchase under this Repurchase Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a14(b) and 16 hereof. (c) The obligations of Seller Parties Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Repurchase Agreement shall be are full recourse obligations of each Seller PartySellers.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1, subject to the related Schedule of Exceptions), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans Purchased Assets, or Agency Securities any environmental issue or liability, or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. In connection therewith, Seller shall reimburse Buyer for any of Buyer’s reasonable attorney’s fees and expenses (but excluding any expenses with respect to due diligence which shall be reimbursed pursuant to Section 17) incurred by Buyer in connection with the preparation of the Program Documents, such amounts not to exceed the Fee Cap; provided that such Fee Cap shall only apply to the extent of reasonable negotiation of the Program Documents, no extensive delays and no unforeseen issues; provided further that should such fees reach the Legal Fee Threshold, Seller and Buyer shall have a reasonable discussion with respect to increasing the Fee Cap so long as the circumstances provide for the need to increase such Fee Cap. Seller shall pay as and when billed all of the out-of, -pocket costs and expenses incurred by Buyer in connection with any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations hereunder and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basisindemnify and defend, any Indemnified Party against all claims, liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities Purchased Assets or any failure by any Seller Party or Subsidiary thereof of Seller to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityPurchased Asset, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, including, without limitation, those arising out of a breach by Seller 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 Seller PartySeller. Seller Party Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.’s

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Purchased Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Purchased Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan or Agency SecurityLoan, the Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller 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 the Seller. The Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) The Seller Party agrees to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, of this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller Party 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 without limitation search and 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 27 hereof, the Seller Party agrees to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Mortgage Loans, other than those Mortgage Loans acquired by the Seller from the Buyer or its Affiliates, submitted by the Seller 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 14(a15(b) and 16 27 hereof. The Seller also agrees to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any amendment, supplement or modification requested or agreed to by the Seller to, this Repurchase Agreement, any other Repurchase Document or any other documents prepared in connection with such requested or agreed to amendment, supplement or modification. (c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price DifferentialPeriodic Advance Repurchase Payments, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all actual out-of-pocket liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all actual out-of-pocket expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s actual out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the actual out-of-pocket reasonable fees and disbursements of its counsel. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable actual fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) Each of Buyer and Seller Partyagrees not to assert any claim against the other party or any of their respective 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.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents agents, trustees and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basisindemnify and defend, any Indemnified Party against all claims, liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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, thator the servicing or subservicing, as applicable, of any PurchasedSubject Mortgage Loans or the actions of Subservicer in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconductconnection therewith. Without limiting the generality of the foregoing, each Seller Party Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Purchased Mortgage Loans or Agency Securities LoansAssets or any failure by any Seller Party or Subsidiary thereof of Seller to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan or Agency Security LoanAsset for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller Party. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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.sum (b) Seller Party agrees to pay as and when billed by Buyer Xxxxx all of the out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document Document, any Underlying Participation Interest Document, or any other documents prepared in connection herewith or therewith. Seller Party agrees to pay as and when billed by Buyer Xxxxx 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Purchased Mortgage Loans LoansAssets 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 14(a15(a) and 16 17 hereof. Seller further agrees to pay all of Buyer’s reasonable costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Buyer in connection with the enforcement of any of the foregoing. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller PartySeller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees to hold Buyer, its Affiliates, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party will save, indemnify on an after-Tax basis and hold harmless such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. (b) Seller Party agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement, any other Program Facility Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and limitation, filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a15(a) and 16 17 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price (including all Price Differential, the Obligations ) and all other amounts due under this Agreement shall be full recourse obligations of each Seller. (d) The obligations of Seller Partyunder this Section 15 hereof shall survive the termination of this Agreement.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each The Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1), 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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred or assessed as a result of or otherwise in connection with the holding of the Mortgage Loans or Agency Securities or any failure by any the Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency Security, Seller Party will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller PartySeller. Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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. (b) Seller Party 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 and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Subject to the Due Diligence Cap, Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to 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 14(a) and 16 hereof. (c) The obligations of Seller Parties from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of each Seller Partythe Seller.

INDEMNIFICATION AND EXPENSES; RECOURSE. (a) Each Seller Party agrees The Sellers agree to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, 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, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of any representation or warranty contained on Schedule 1)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 the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, Party against all Costs and Taxes with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed as a result of or otherwise in connection with the holding ownership of the Mortgage Loans or Agency Securities or any failure by any Seller Party or Subsidiary thereof to pay when due any Taxes for which such Person is liableLoans, that result that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Mortgage Loan or Agency Security for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Agency SecurityLoan, Seller Party the Sellers will save, indemnify on an after-Tax basis and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Party 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 Seller Partythe Sellers. Seller Party The Sellers also agrees agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s reasonable (under the circumstances) costs and expenses incurred in connection with the enforcement or the preservation of 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. (b) Seller Party agrees The Sellers agree to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Program Repurchase Document or any other documents prepared in connection herewith or therewith. Seller Party 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 search and 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. Seller Party agrees Subject to the limitations set forth in Section 27 hereof, the Sellers agree to pay the Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Mortgage Loans submitted by Seller 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 14(a16(b) and 16 27 hereof. (c) The obligations of Seller Parties the Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Repurchase Agreement shall be full recourse obligations of each Seller Partythe Sellers.