Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including counsel's fees and disbursements) (collectively, the “"Costs”) "), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) The Seller agrees to hold Buyerthe Buyer and the Agent (or the Buyer or the Agent, as the case may be) and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerAgent, its Affiliates Lender, and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”"INDEMNIFIED PARTY") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”"COSTS") relating to or arising out of this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's (i) gross negligence or willful misconduct, or (ii) actions, to the extent that they are determined in a final non-appealable judgment of a court of competent jurisdiction to constitute a breach by Agent and Lender of a written agreement between Agent and Lender and any other Person. Without limiting the generality of the foregoing, Seller Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices practices, and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller Borrower under the Note, this Agreement and the other Loan Documents are recourse obligations of SellerBorrower.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of outside counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Mortgage Loans, but excluding any Taxes otherwise expressly indemnified against, or excluded from indemnification in Section 8 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of a Servicer), that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction unless otherwise appealed). Without limiting the generality of the foregoing, Seller Xxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Mortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction unless otherwise appealed). In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Mortgage Loans for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Mortgage Loans, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller Xxxxxx also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller’s agreements in this Section 17 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that the its obligations of Seller under this Agreement hereunder are recourse obligations of SellerSeller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Xxxxxx also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

Indemnification and Expenses. (a) Seller agrees The Borrowers and the Guarantor agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Warehouse Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers.

Indemnification and Expenses. (a) Seller agrees to hold BuyerWithout limiting or duplicating any of their indemnification obligations under the Credit Agreement or the other Loan Documents, its Affiliates and each of the Guarantors, jointly and severally, shall indemnify the Agent (and any sub-agent thereof), each Lender, their officersAffiliates, and the partners, directors, officers, employees, agents agents, trustees, administrators, managers, advisors and advisors representatives of each of the foregoing (each such Person being called an “Indemnified PartyIndemnitee”) against, and hold each Indemnitee harmless from from, any and indemnify any Indemnified Party against all liabilitieslosses, lossesclaims, causes of action, damages, judgmentsliabilities, costs settlement payments, costs, and related expenses (including the fees, charges and disbursements of any kind which may be imposed on, counsel for any Indemnitee) incurred by any Indemnitee or asserted against such Indemnified any Indemnitee by any third party or by any Guarantor or any other Loan Party arising out of, in connection with, or as a result of, (collectivelyi) the execution or delivery of this Guaranty, the “Costs”) relating to or arising out of this Credit Agreement, any other Program Loan Document or any transaction other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or any amendment, supplement thereto of their respective obligations hereunder or modification ofthereunder, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction the consummation of the transactions contemplated hereby or thereby, thator, in each casethe case of the Agent (and any sub-agent thereof) and their affiliate Indemnitees only, results the administration of this Guaranty, the Credit Agreement and the other Loan Documents, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Guarantor or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, and regardless of whether any Indemnitee is a party thereto, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from anything other than any Indemnified Party’s the gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor misconduct of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of SellerIndemnitee.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all claims, liabilities, losses, damages, judgments, and documented and out-of-pocket costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any (i) any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of the Program Documents and all other documents related thereto, any breach by Seller of any representation or warranty or covenant in this Agreement or any other Program Document, and all actions taken pursuant thereto, (ii) the Transactions, or any indemnity payable under the servicing agreement or other servicing arrangement, and (iii) environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct or is the result of a claim made by Seller against the Indemnified Party, and Seller is ultimately the successful party in any resulting litigation or arbitration; provided, however, if a court of competent jurisdiction on appeal subsequently determines that an Indemnified Party did not act with gross negligence or engage in willful misconduct, Seller’s indemnification obligations with respect to such Costs shall be automatically reinstated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s reasonable documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

Indemnification and Expenses. (a) Each Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Assets relating to or arising out of any violation taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActAssets, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Asset for any sum owing thereunder, or to enforce any provisions of any LoanAsset, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Borrower agrees to hold Buyer, its Affiliates Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party Lender in connection with any the Asset (from and after Lender’s acquisition of title thereto pursuant to the exercise of remedies under the Loan Documents or a transfer-in-lieu thereof) for any sum owing thereunder, or to enforce any provisions of any Loanthe Asset, Seller Borrower will save, indemnify and hold such Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation of Borrower thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any Indemnified Party Lender as and when billed by such Indemnified Party Lender for all such Indemnified PartyLender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counseloutside counsel (including all reasonable fees and disbursements incurred in any action or proceeding between Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller hereby acknowledges This Section 11.03(a) shall not apply with respect to Taxes other than any Taxes that the obligations of Seller under this Agreement are recourse obligations of Sellerrepresent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification and Expenses. (a) Seller agrees to hold BuyerEach Obligor will indemnify each Agent, its Affiliates and the Lenders, each of their affiliates, and the officers, directors, employees, agents advisors, agents, controlling persons and advisors other representatives of the foregoing (each an the “Indemnified PartyParties”) harmless from and indemnify any Indemnified Party against all liabilities), losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party them harmless from and against all expenselosses, loss or damage suffered claims, damages and liabilities, and any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented fees of one firm of counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of a conflict of interest, where the Indemnified Party affected by reason such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby and in the other Loan Documents and the use or intended use of proceeds thereof, or (b) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by the Borrower at any time, or any Environmental Claim related in any way to the Borrower or Restricted Subsidiary; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability or expense to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the Loan Documents by Seller any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any obligation thereunder or dispute solely among Indemnified Parties and not arising out of any other agreement, indebtedness or liability at any time owing to or in favor connection with any act or omission of such account debtor or obligor the Borrower or its successors from SellerSubsidiaries or the Sponsor (other than a dispute involving claims against any Agent in its capacity as such). Seller also agrees to reimburse any Notwithstanding the foregoing, each Indemnified Party as shall be obligated to refund and when billed return any and all amounts paid by the Borrower to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party for is not entitled to payment of such amounts in accordance with the terms hereof. The Borrower shall pay all such Indemnified Party’s reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection of the Agents associated with the syndication of the Loans and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement or of the preservation Loan Documents and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of such Indemnified Party’s rights under this Agreementlegal fees and expenses, any other Program Document or any transaction contemplated hereby or thereby, including without limitation to the reasonable fees fees, disbursements and disbursements other charges of its counselone firm of counsel to the Agents (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. Seller hereby acknowledges This Section 11.2 shall not apply with respect to Taxes other than any Taxes that the obligations of Seller under this Agreement are recourse obligations of Sellerrepresent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct. This Section 16(a) shall not apply with respect to Taxes other than Taxes that represent losses, damages, claims, costs and expenses arising from any non-Tax claim. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsCollateral, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesRental Property, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, thatwhich, in each case, results from anything other than such the Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellersuch Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under this Agreement, the Note, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees The Collateral Agent shall not in any way be responsible for the performance or discharge of, and the Collateral Agent does not hereby undertake to perform or discharge, any obligation, duty, responsibility, or liability of any Pledgor in connection with the Pledged Collateral or otherwise. The Pledgors (other than the SN Note Obligors with respect to the Note Obligations, but without limiting the obligation of any SN Note Obligor to provide the indemnity, pay and reimburse costs and expenses and hold Buyerharmless as required hereby with respect to the SN Intercompany Notes Obligations), its Affiliates jointly and each of their officersseverally, directors, employees, agents agree (i) to indemnify the Collateral Agent and advisors any Secured Party (each an “Indemnified Party”other than the Initial Borrower) harmless from and indemnify against any Indemnified Party against and all liabilities, obligations, losses, damages, penalties, actions, judgments, costs and suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent or such Indemnified Secured Party (collectively, the “Costs”) in any way relating to or arising out of this the Pledge Agreement, any other Program Document Secured Credit Document, the Intercreditor Agreement, or any transaction documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing, (ii) to pay or reimburse the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, this Pledge Agreement, any other Secured Credit Documents, the Intercreditor Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Collateral Agent, (iii) to pay or reimburse the Collateral Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Pledge Agreement or any other Secured Credit Document or the Intercreditor Agreement, including, without limitation, the fees and disbursements of counsel to the Collateral Agent (including reasonable allocated costs of in-house legal counsel of Collateral Agent), (iv) on demand, to pay, indemnify, and hold the Collateral Agent harmless from, any and all recording and filing fees payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Pledge Agreement, any other Program Document Secured Credit Documents, the Intercreditor Agreement, or any transaction contemplated hereby document related thereto, and (v) to pay, indemnify, and hold the Collateral Agent and its affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or therebydisbursements of any kind or nature whatsoever to the extent arising from third party claims with respect to the execution, thatdelivery, in each caseenforcement, results performance and administration of this Pledge Agreement, any other Secured Credit Document, the Intercreditor Agreement, or any other documents related thereto; provided, however, that no Pledgor shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from anything other than any Indemnified Party’s the gross negligence or willful misconduct. Without limiting the generality misconduct of the foregoingCollateral Agent or such Secured Party, Seller agrees as determined by a court of competent jurisdiction pursuant to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out a final, non-appealable order. The agreements in this Section 39(a) shall survive the termination of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesthis Pledge Agreement, the Truth other Secured Credit Documents, the Intercreditor Agreement and payment in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever full of the account debtor Credit Agreement Obligations, the Note Obligations, the Senior Secured Notes, and all other amounts payable hereunder or obligor thereunder, arising out under any of a breach by Seller of any obligation thereunder or arising out of any the other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as Secured Credit Documents and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Intercreditor Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Each of LEAF and the Borrower agrees to hold Buyerthe Lender, its Affiliates the Collateral Agent, the Backup Servicer, and the Hedge Counterparty and each of their officers, directors, employeesmanagers, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatas a result of (i) the failure by such LEAF Party to comply in any material respect with any applicable law, rule or regulation with respect to any Contract or any item of Equipment, or the nonconformity of any Contract or the origination or servicing thereof with any such applicable law, rule or regulation, (ii) except as permitted by the Loan Documents, commingling of the Proceeds of the Collateral at any time with other funds or (iii) the breach by such LEAF Party of any of its respective representations, warranties or covenants contained in this Loan Agreement or any other Loan Document, except, in each case, results to the extent arising from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality misconduct or breach of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductits obligations. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller LEAF and the Borrower, as the case may be, will save, indemnify and hold such each Indemnified Party harmless from and against all reasonable expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller such LEAF Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellera LEAF Party. Seller also agrees The Lender hereby acknowledges that, notwithstanding the fact that the Secured Obligations are secured by the Collateral, each Secured Obligation is otherwise a non-recourse obligation of the Borrower. Notwithstanding anything herein to reimburse the contrary, (x) neither LEAF nor the Borrower shall have any obligation to indemnify any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with any of the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.following:

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Collateral Loans and Equity Interests relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral Documents, Seller Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (ai) Seller Borrower agrees to hold Buyer, its Affiliates Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results except to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductmisconduct or, if Xxxxxxx Mac is acting as the Servicer, arising from the negligence of the Servicer. In any suit, proceeding or action brought by an Indemnified Party Lender in connection with any Loan the Underlying Loans for any sum owing thereunder, or to enforce any provisions of any Loanthe Underlying Loan Documents, Seller Borrower will save, indemnify and hold such Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation of Borrower thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any Indemnified Party Lender as and when billed by such Indemnified Party Lender for all such Indemnified PartyLender’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all reasonable fees and disbursements incurred in any action or proceeding between Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller Borrower under this Agreement the Note are recourse obligations of SellerBorrower.

Indemnification and Expenses. (a) Except to the extent expressly set forth in Section 4.12 and Section 3.02 (to the extent such Indemnified Party’s rights under this Section 14.04(a) would arise as a result of amounts being incurred prior to the 90-day period set forth in Section 3.02(c) or as a result of costs not being imposed on similarly situated sellers in Sections 3.02(a) or (b)), and without duplication of any amounts paid to Buyer by Seller under Section 3.02 or Section 4.12, the Seller agrees to hold Buyerthe Buyer and the Agent (or the Buyer or the Agent, as the case may be) and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees The Collateral Agent shall not in any way be responsible for the performance or discharge of, and the Collateral Agent does not hereby undertake to perform or discharge, any obligation, duty, responsibility, or liability of any Obligor in connection with the Collateral or otherwise. The Obligors (other than the SN Note Obligors with respect to the Note Obligations, but without limiting the obligation of any SN Note Obligor to provide the indemnity, pay and reimburse costs and expenses and hold Buyerharmless as required hereby with respect to the SN Intercompany Notes Obligations), its Affiliates jointly and each of their officersseverally, directors, employees, agents agree (i) to indemnify the Collateral Agent and advisors any Secured Party (each an “Indemnified Party”other than the Initial Borrower) harmless from and indemnify against any Indemnified Party against and all liabilities, obligations, losses, damages, penalties, actions, judgments, costs and suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent or such Indemnified Secured Party (collectively, the “Costs”) in any way relating to or arising out of this the Security Agreement, any other Program Document Secured Credit Document, the Intercreditor Agreement, or any transaction documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing, (ii) to pay or reimburse the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, this Security Agreement, any other Secured Credit Documents, the Intercreditor Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Collateral Agent, (iii) to pay or reimburse the Collateral Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Security Agreement or any other Secured Credit Document or the Intercreditor Agreement, including, without limitation, the fees and disbursements of counsel to the Collateral Agent (including reasonable allocated costs of in-house legal counsel of Collateral Agent), (iv) on demand, to pay, indemnify, and hold the Collateral Agent harmless from, any and all recording and filing fees payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Security Agreement, any other Program Document Secured Credit Documents, the Intercreditor Agreement, or any transaction contemplated hereby document related thereto, and (v) to pay, indemnify, and hold the Collateral Agent and its affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or therebydisbursements of any kind or nature whatsoever to the extent arising from third party claims with respect to the execution, thatdelivery, in each caseenforcement, results performance and administration of this Security Agreement, any other Secured Credit Document, the Intercreditor Agreement, or any other documents related thereto; provided, however, that no Obligor shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from anything other than any Indemnified Party’s the gross negligence or willful misconduct. Without limiting the generality misconduct of the foregoingCollateral Agent or such Secured Party, Seller agrees as determined by a court of competent jurisdiction pursuant to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out a final, non-appealable order. The agreements in this Section 32(a) shall survive the termination of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesthis Security Agreement, the Truth other Secured Credit Documents, the Intercreditor Agreement and payment in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever full of the account debtor Credit Agreement Obligations, the Note Obligations, the Senior Secured Notes, and all other amounts payable hereunder or obligor thereunder, arising out under any of a breach by Seller of any obligation thereunder or arising out of any the other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as Secured Credit Documents and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Intercreditor Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Each Borrower, jointly and severally, hereby agrees to hold Buyereach Secured Party, its Affiliates and each of their Affiliate thereof and the respective officers, directors, employees, agents agents, and advisors of each Secured Party (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party the Secured Parties and such other Persons against all liabilities, losses, damages, judgments, costs costs, and expenses of any kind which that may be imposed on, incurred by by, or asserted against the Secured Parties or such Indemnified Party (collectivelyother Persons, the “Costs”) relating to or arising out of, this Agreement (including, without limitation, any cost, loss, or expense which the Secured Parties or such other Persons may sustain or incur as a consequence of any acceleration of the maturity of the Advances by the Secured Parties in accordance with the terms of this Agreement, including, but not limited to, any cost, loss, or expense arising in liquidating the Advances and the Collateral and from interest or fees payable by the Secured Parties to lenders of funds obtained by it in order to maintain the Advances hereunder), the Notes, any other Program Loan Document or any financing transaction contemplated hereby or thereby, or any amendment, supplement supplement, or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, any other Program Document Loan Document, or any financing transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s matter whatsoever, except to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconductmisconduct of the Administrative Agent or a Lender. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold the Secured Parties and any Indemnified Party other indemnified Person described above harmless from and indemnify such Indemnified Party against all Costs costs with respect to all Loans any Mortgage Loan and any REO Property relating to or arising out of any violation or alleged violation of any environmental law, rule rule, or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or Act, and the Real Estate Settlement Procedures Actreal estate settlement procedures act, that, in each case, results from anything other than such Indemnified Party’s to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconductmisconduct of such Indemnified Party. In any suit, proceeding proceeding, or action brought by an Indemnified any Secured Party in connection with any Loan other Collateral pledged hereunder for any sum owing thereunder, or to enforce any provisions of any LoanCollateral pledged hereunder, Seller each Borrower will save, indemnify indemnify, and hold such Indemnified Party the Secured Parties and any other indemnified Person described above harmless from and against all expense, loss loss, or damage suffered by reason of any defense, set-off, counterclaim, recoupment recoupment, reduction, or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness, or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees agrees, jointly and severally, to reimburse any Indemnified Party the Secured Parties as and when billed by such Indemnified Party the Administrative Agent for all such Indemnified Party’s the Secured Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Secured Parties’ rights under this Agreement, the Notes, any other Program Document Loan Document, or any financing transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees and Guarantor agree to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and actual and documented out-of-pocket costs and expenses (including reasonable fees of any kind counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including any losses due to servicing errors or omissions on the part of Guarantor, that, in each case, results from anything other than any an Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of Seller and Guarantor agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Purchased Assets, Underlying Assets and Pledged Assets relating to or arising out of any violation Taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Assets, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset, Underlying Asset or Pledged Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, Underlying Asset or Pledged Asset, Seller and Guarantor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller or Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller and Guarantor also agrees agree to reimburse any an Indemnified Party promptly as and when billed by such Indemnified Party for all such the Indemnified Party’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Each Seller jointly and severally, agrees to indemnify and hold Buyer, harmless Buyer and each of its Affiliates and each of Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify against any Indemnified Party against and all liabilitiesclaims, damages, losses, damagesliabilities, judgmentscosts, costs and expenses of any kind which (including, without limitation, attorneys' fees and disbursements) ("Costs") that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, thatexcept to the extent such claim, damage, loss, liability, cost, or expense is found in each casea final, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Costs subject to this Section 12.01 shall include but not be limited to Costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition or the removal of any Materials of Environmental Concern, in each case in any way affecting Seller's or any of its Affiliates' properties or any of the Mortgage Assets. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Mortgage Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation regulation, except to the extent such claim, damage, loss, liability, cost, or any consumer credit lawsexpense is found in a final, including without limitation laws with respect non appealable judgment by a court of competent jurisdiction to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results have resulted from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. Each Seller agrees not to assert any claim against any Indemnified Party, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Repurchase Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of any Transaction. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Mortgage Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Asset, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Assets, but excluding any Taxes otherwise addressed in Section 7 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. For the avoidance of doubt “Costs” shall include Taxes that represent losses, damages, claims, costs and expenses arising from any non-Tax claim. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental lawPurchased Assets, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Assets for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Assets, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted assessed against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation limitation, laws with respect to unfair or deceptive lending practices practices, and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Each Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees to The Borrower shall hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectively, the “Costs”) Lender relating to or arising out of this AgreementAgreement or the Secured Note, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect ofof this Agreement or the Secured Note, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results resulting from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan Document for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Loan Document, Seller the Borrower will save, indemnify and hold such Indemnified Party keep the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s its costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this AgreementAgreement or the Secured Note, any other Program Document or any transaction contemplated hereby or therebythereby including, including without limitation limitation, the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Secured Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Secured Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, the Buyer and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or therebythereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPredatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Each Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Assets, including REO Property, but excluding any Taxes) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation, any 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 any the Indemnified Party’s gross negligence or willful misconduct. For the avoidance of doubt “Costs” shall include Taxes that represent losses, damages, claims, costs and expenses arising from any non-Tax claim. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsPurchased Assets, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActREO Property, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Assets for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Assets, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all reasonable out-of-pocket expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by either Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from either Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Each Seller jointly and severally, agrees to indemnify and hold Buyerharmless each of the Buyers, its the Agent, the Sole Lead Arranger and their respective Affiliates and each of Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify against any Indemnified Party against and all liabilitiesclaims, damages, losses, damagesliabilities, judgmentscosts, costs and expenses of any kind which (including, without limitation, attorneys’ fees and disbursements) (“Costs”) that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, thatexcept to the extent such claim, damage, loss, liability, cost, or expense is found in each casea final, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s gross negligence or willful misconduct. Costs subject to this Section 13.01 shall include but not be limited to Costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition or the removal of any Materials of Environmental Concern, in each case in any way affecting any Seller’s or any of its Affiliates’ properties or any of the Mortgage Assets. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Mortgage Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation regulation, except to the extent such claim, damage, loss, liability, cost, or any consumer credit lawsexpense is found in a final, including without limitation laws with respect non appealable judgment by a court of competent jurisdiction to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. Each Seller agrees not to assert any claim against any Indemnified Party, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Repurchase Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of any Transaction. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Mortgage Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Asset, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Agent’s and each Buyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Each Loan Party agrees to hold Buyerthe Lender’s collateral trustee, its if any, the Lender, Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of the Province of Ontario and their respective Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against any and all claims, suits, actions, proceedings, obligations, liabilities (including, without limitation, strict liabilities) and debts, and all losses, actual damages, judgments, awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and other costs of defense), which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, or any transaction financed or proposed to be financed in whole or in part (directly or indirectly) with any Advance, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, a Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct; provided that the indemnification in this Section 10.03 with respect to due diligence costs and legal fees incurred prior to an Event of Default shall be subject to the limitations set out in Sections 7.20, 10.15(b) and 10.03(b), as applicable. Without limiting the generality of the foregoing, Seller each Loan Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit other laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Facility Collateral for any sum owing thereunder, or to enforce any provisions of any LoanLoan Document, Seller each Loan Party will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Loan 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 Sellerany Loan Party. Seller Each Loan Party also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, a Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations of Seller under this Agreement Obligations are secured by the Facility Collateral, the Obligations are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees The Sellers agree to hold the Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Sellers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Sellers. Seller The Sellers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Sellers hereby acknowledges that acknowledge that, the obligations of Seller the Sellers under this Agreement are recourse obligations of Sellerthe Sellers.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party the Lender (collectively, the “"Costs”) "), relating to or arising out of of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s the Lender's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party the Lender harmless from and indemnify such Indemnified Party the Lender against all Costs with respect to all Wet-Ink Mortgage Loans relating to or arising out of any breach, violation or alleged breach or violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller Sellers agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (other than Taxes, Excluded Taxes, and Other Taxes, which are the subject of Section 3(h)(i) and Section 5) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Sellers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerSellers. Seller Sellers also agrees agree to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Sellers hereby acknowledges acknowledge that the obligations of Seller Sellers under this Agreement are recourse obligations of SellerSellers.

Indemnification and Expenses. (a) Seller agrees The Sellers, jointly and severally, agree to hold Buyerthe Buyers harmless from, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against the Buyers against, all unaffiliated third-party liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against the Buyers as a result of such Indemnified Party third-party claims (collectively, the “Costs”) relating to or arising out of this Agreement, the NCFC Guaranty, any other Program Transaction Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the NCFC Guaranty, any other Program Transaction Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Partythe applicable Buyer’s gross negligence or willful misconduct. Without limiting the generality of the foregoingforegoing the Sellers, Seller agrees jointly and severally, agree to hold any Indemnified Party each Buyer harmless from from, and indemnify such Indemnified Party against each Buyer against, all Costs with respect to all Loans Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, or any other rule or regulation that, in each case, results from anything other than such Indemnified PartyBuyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party a Buyer in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, Seller will the Sellers, jointly and severally, agree to save, indemnify and hold such Indemnified Party Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller such Buyer of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerSellers. Seller The Sellers, jointly and severally, also agrees agree to reimburse any Indemnified Party each Buyer as and when promptly after being billed by such Indemnified Party Buyer for all of such Indemnified PartyBuyer’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, the NCFC Guaranty, any other Program Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees The Borrowers agree to hold Buyerthe Agent, its Affiliates each Lender and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything anything, other than any Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising arising, out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practicesor Predatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, any Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that each Note is secured by the obligations Collateral, the obligation of Seller the Borrowers under the Notes is a recourse obligation of the Borrowers. The Borrowers agree to pay as and when billed by the Agent all of the out-of-pocket costs and expenses incurred by the Agent in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement, the Notes, any other Loan Document or any other documents prepared in connection herewith or therewith, including the New Century Guaranty. The Borrowers agree to pay as and when billed by the Agent all of the out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable and documented fees, disbursements and expenses of counsel to the Agent, (ii) all the due diligence, inspection, testing and review costs and expenses incurred by the Agent with respect to Collateral under this Agreement are recourse obligations Loan Agreement, including, but not limited to, those costs and expenses incurred by the Agent pursuant to Sections 11.03, 11.14 and 11.15 hereof and (iii) except to the extent amounts in respect thereof have previously paid pursuant to Section 2.03, the costs of SellerBroker Price Opinions in respect of Defaulted Mortgage Loans.

Indemnification and Expenses. (a) Seller agrees You agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) us harmless from and indemnify any Indemnified Party us against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party us (collectively, the “Costs”"COSTS") relating to or arising out of this Loan and Security Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan and Security Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s our gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees you agree to hold any Indemnified Party us harmless from and indemnify such Indemnified Party us against all Costs with respect to all Loans Collateral relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, or any other rule or regulation that, in each case, results from anything other than such Indemnified Party’s our gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party us in connection with any Loan item of Collateral for any sum owing thereunder, or to enforce any provisions of any Loanitem of Collateral, Seller you will save, indemnify and hold such Indemnified Party us harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller us of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Selleryou. Seller You also agrees agree to reimburse any Indemnified Party us as and when promptly after being billed by such Indemnified Party us for all such Indemnified Party’s of our costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s our rights under this Loan and Security Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its our counsel. Seller You hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, your obligation under the Note is a recourse obligation. We will use reasonable efforts to give you notice of Seller under any counsel hired in connection with the enforcement of this Agreement are recourse obligations of SellerSection 25(a).

Indemnification and Expenses. (a) Seller agrees Borrowers agree to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans the Pledged Equity and the Contributed Properties relating to or arising out of (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) performance of any labor or services or the furnishing of any materials or other property in respect of any Contributed Property, (iv) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Loan Document, Purchased Asset or Contributed Property, (v) any Lien or claim arising on or against any Pledged Equity or Contributed Property under any Requirements of Law or any liability asserted against Lender or any Indemnified Person with respect thereto, (vi) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any property or Property by any Person or other source, whether related or unrelated to Borrowers, (2) any presence of any Hazardous Substances in, on, within, above, under, near, affecting or emanating from any Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Borrowers in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Contributed Property of any Hazardous Substances at any time located in, under, on, above or affecting any Contributed Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Contributed Property by any Person or other source, whether related or unrelated to Borrowers, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Contributed Property with regard to, or as a result of, any Hazardous Substances or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Loan Document or Property Document relating to environmental matters in any way, or (vii) each Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actforegoing clauses of this Section 14.03, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suitFor the avoidance of doubt, proceeding or action brought following an Event of Default and the realization by an Indemnified Party in connection with any Loan Lender on the Pledged Equity, Borrowers shall not be liable pursuant to the terms and provisions of this Section 14.03(a) for any sum owing thereunderCosts which directly result from any action (or inaction, only to the extent that Lender is required to take any action and failed to do so, including, without limitation, maintaining liability insurance within a reasonable period following such realization and otherwise acting as a prudent owner of residential real property) by Lender (or any successor to enforce any provisions Lender) as the owner of the Pledged Equity or of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerrelated Property. Seller Borrowers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrowers under this Agreement are the Note is a recourse obligations obligation of SellerBorrowers. This Section 14.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-tax claim, and in no event shall Costs include any Excluded Taxes.

Indemnification and Expenses. (a) Each Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from a Seller. Each Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Sellers hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of SellerSellers.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party solely relating to claims of third parties, including without limitation Governmental Authorities (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Asset for any sum owing thereunder, or to enforce any provisions of any LoanAsset, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that that, the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Each Borrower, jointly and severally, agrees to indemnify and hold Buyerharmless Agent, its Affiliates Initial Lender and each other Lender and each of their respective affiliates and Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which Costs that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept for claims by an Indemnified Party against another Indemnified Party or to the extent such Cost is found in a final, in each case, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Without limiting In the generality case of an investigation, litigation or other proceeding to which the foregoingindemnity in this Section 9.05 applies, Seller agrees to hold such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrowers, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party harmless from is otherwise a party thereto and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of whether any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconducttransaction contemplated hereby is consummated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Loanagreement relating to any Purchased Asset following a Default or Event of Default, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's actual and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Agent's rights under this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees to hold BuyerThe Borrower will indemnify the Administrative Agent, its Affiliates the New First Lien Lenders, their respective affiliates, successors and each of their assigns and the officers, directors, employees, agents agents, advisors, controlling persons and advisors members of each of the foregoing (each each, an “Indemnified PartyPerson”) and hold them harmless from and indemnify any Indemnified Party against all liabilitiescosts, lossesexpenses (including reasonable and documented fees, damages, judgments, costs disbursements and expenses other charges of any kind which may be imposed on, incurred by or asserted against outside counsel) and liabilities of such Indemnified Party (collectively, the “Costs”) relating to or Person arising out of this Agreement, or relating to any other Program Document claim or any transaction contemplated hereby litigation or therebyother proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its affiliates) that relates to the Refinancing Facility, or the transactions contemplated thereby; provided that no Indemnified Person will be indemnified for any amendmentcost, supplement expense or modification ofliability to the extent determined in the final, 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 non-appealable judgment of a court of competent jurisdiction to have resulted primarily from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s its gross negligence or willful misconduct. In any suitaddition, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against (a) all expense, loss or damage suffered by reason of any defense, setout-off, counterclaim, recoupment or reduction of liability whatsoever of-pocket expenses of the account debtor or obligor thereunderAdministrative Agent and the New First Lien Lenders (limited to the reasonable and documented fees, arising out disbursements and other charges of one outside counsel to the Administrative Agent, one outside counsel and one financial advisor to the New Senior Note Lenders, taken as a breach by Seller of any obligation thereunder or arising out of any other agreementwhole, indebtedness or liability at any time owing one outside counsel and one financial advisor to or the New Second Lien Lenders, taken as a whole and, if necessary, one local counsel in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party each relevant jurisdiction for the Administrative Agent, New Senior Note Lenders and New Second Lien Lenders, taken as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred a whole) in connection with the enforcement or the preservation of such Indemnified Party’s rights under this AgreementRefinancing Facility, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.the

Indemnification and Expenses. (a) Seller The Note Issuer agrees to hold Buyerthe Agent, its the Purchasers, the Noteholders, the Delaware Trustee and their respective Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including, without limitation, the reasonable fees and the expenses of counsel) which may be imposed on, incurred by or asserted assessed against such Indemnified Party (collectively, the “Costs”) relating to or arising out of a third-party claim (including, without limitation, a claim brought by a Noteholder or a Purchaser against the Agent, or by the Agent against a Noteholder or a Purchaser) involving this Note Purchase Agreement, any Note, any other Program Note 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 Note Purchase Agreement, any Note, any other Program Note Document or any transaction contemplated hereby or thereby, that, in each case, case results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Seller the Note Issuer agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any securities law, environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Note Issuer will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Note Issuer of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of SellerNote Issuer.

Indemnification and Expenses. (a) Seller 7.1 CATM agrees to indemnify and hold Buyerharmless the Dealer, its Affiliates affiliates and each of their respective directors, officers, directors, employees, agents and advisors controlling persons (Dealer and each such person being an “"Indemnified Party”") harmless from and indemnify against any Indemnified Party against and all liabilities, losses, damagesclaims, judgmentsdamages and liabilities (or actions in respect thereof), costs and expenses of any kind joint or several, to which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or may become subject arising out of or in connection with this Agreement, any other Program Document or any transaction contemplated hereby or therebyincluding without limitation, under chapter 4 of part 18 of the UK Companies Xxx 0000, or any amendmentclaim, supplement litigation, investigation or modification ofproceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto (except where such Losses arise as a result of (i) any breach of this Agreement by an Indemnified Party or any waiver or consent under or in respect of(ii) fraud, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting misconduct on the generality part of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit), proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunderand to reimburse, or to enforce any provisions of any Loanwithin 30 days, Seller will saveupon written request, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by each such Indemnified Party for all such Indemnified Party’s costs and any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any of the enforcement foregoing. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then CATM shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, CATM will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to CATM) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of CATM or the preservation Company, as applicable. This indemnity shall survive the completion of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction the Transaction contemplated hereby or thereby, including without limitation by the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of SellerConfirmations.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including out-of-pocket counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans that is or at any time was a Purchased Asset relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan that is or at any time was a Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Loan that is or at any time was a Purchased Asset, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party the Lender, excluding the Lender's ordinary costs of doing business in the ordinary course, including the interest costs of obtaining funds to lend, internal overhead, and taxes on income (collectively, the “"Costs”") relating to ----- or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s the Lender's gross negligence or willful misconduct. The Lender agrees to use reasonable efforts to mitigate such Costs. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party the Lender harmless from and indemnify such Indemnified Party the Lender against all Costs with respect to all Mortgage Loans relating to or arising out of any breach, violation or alleged breach or violation of any environmental lawEnvironmental Laws, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or therebythereby following the occurrence of a Default, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower; provided, that in no event shall there be recourse to the officers, directors, shareholders, members and/or managers of the Borrower, except for fraud or willful misconduct or its or their part.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller counsel Each Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers.

Indemnification and Expenses. (a) Seller agrees The Borrower and Guarantor agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified PartyLender’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower and Guarantor (subject to Section 12.01) will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, ; arising out of a breach by Seller the Borrower 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 Sellerthe Borrower or Guarantor. Seller The Borrower and Guarantor also agrees agree to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Partythe Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Lender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower and Guarantor hereby acknowledges acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller the Borrower under this Agreement the Note are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party by a third party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs asserted by a third party with respect to the Purchased Asset and/or all Underlying Mortgage Loans relating to or arising out of any violation taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act Purchased Asset and/or the Real Estate Settlement Procedures ActUnderlying Mortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with the Purchased Asset and/or any Underlying Mortgage Loan for any sum owing thereunder, or to enforce any provisions of the Purchased Asset and/or any Underlying Mortgage Loan, Seller will save, indemnify and hold pay such Indemnified Party harmless from and against for all expenseactual expenses, loss losses or damage damages suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s actual costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, and documented and out-of-pocket costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than (i) any Indemnified Party’s gross negligence or willful misconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction); provided, however, if a court of competent jurisdiction on appeal subsequently determines that an Indemnified Party did not act with gross negligence or engage in willful misconduct, Seller’s indemnification obligations with respect to such Costs shall be automatically reinstated, or (ii) a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s reasonable documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

Indemnification and Expenses. The Debtors agree, on a joint and several basis, to indemnify, hold harmless and defend the Administrative Agent, the Backstop Parties, the Exit Lenders, their respective affiliates and their respective directors, officers, employees, attorneys, advisors, consultants, agents and other representatives (aeach, an “Indemnified Person”) Seller agrees from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to hold Buyerwhich any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Exit Facility, the use of the proceeds thereof or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt of a reasonably detailed invoice for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its Affiliates and each of their officerscontrolled affiliates, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by officers or asserted against such Indemnified Party employees (collectively, the “CostsRelated Parties”), (ii) relating to the extent they arise as a result of any dispute between or arising out among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this AgreementCommitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower and the other Debtors shall pay (or cause to be paid) (i) all reasonable, documented and invoiced out-of-pocket fees and expenses of the Administrative Agent and the Backstop Parties (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) Xxxx Xxxx, as counsel to certain of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any other Program Document special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any transaction contemplated hereby special counsel deemed necessary or therebyappropriate by the Backstop Parties (including, or any amendmentbut not limited to (1) Walkers, supplement or modification ofas Cayman legal counsel, or any waiver or consent under or in respect of(2) Xxxxxx & Loeff Luxembourg S.À X.X, this Agreementas Luxembourg legal counsel, any other Program Document or any transaction contemplated hereby or therebyand (3) Xxxxxx & Xxxxxx LLP, thatas maritime counsel) and (e) Xxxxxxxx Xxxxx Capital, Inc., as financial advisor to the Backstop Parties), in each case, results in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) Xxxx Xxxx, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) Xxxxxx & Loeff Luxembourg S.À X.X, as Luxembourg legal counsel, and (3) Xxxxxx & Xxxxxx LLP, as maritime counsel) and (e) Xxxxxxxx Xxxxx Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from anything other than any such Indemnified PartyPerson’s gross negligence or willful misconduct. Without limiting It is further agreed that each Backstop Party shall only have liability to you (as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the generality Exit Facility on a several, and not joint, basis with any other Backstop Party. None of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practicesPersons, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActBorrower or other Debtors, thator their respective directors, in each caseofficers, results from anything other than such Indemnified Party’s gross negligence employees, advisors, and agents shall be liable for any indirect, special, punitive or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party consequential damages in connection with any Loan for any sum owing thereunderthis Commitment Letter, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement Exit Facility or the preservation of such Indemnified Party’s rights under transactions contemplated hereby, provided that nothing contained in this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation sentence shall limit your indemnity obligations to the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under extent set forth in this Agreement are recourse obligations of SellerSection 5.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, the Lender and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Mortgage Loans, but excluding any Taxes otherwise expressly indemnified against, or excluded from indemnification in Section 8 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or therebythereby (including without limitation any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of a Servicer), that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction). Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out the holding of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Mortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconductmisconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction). In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Mortgage Loans for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Mortgage Loans, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller’s agreements in this Section 17 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that the its obligations of Seller under this Agreement hereunder are recourse obligations of SellerSeller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Seller and Buyer agree not to assert any claim against the other 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 facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

Indemnification and Expenses. (a) Seller agrees to hold BuyerThe Loan Parties will indemnify the DIP Agent, its Affiliates the DIP Backstop Parties, the DIP Lenders, their respective affiliates, successors and each of their assigns and the officers, directors, employees, agents agents, advisors, controlling persons and advisors members of each of the foregoing (each each, an “Indemnified PartyPerson”) and hold them harmless from and indemnify any Indemnified Party against all liabilitiesreasonable and documented costs, lossesexpenses (including reasonable and documented fees, damages, judgments, costs disbursements and expenses other charges of any kind which may be imposed on, incurred by or asserted against outside counsel) and liabilities of such Indemnified Party (collectively, the “Costs”) relating to or Person arising out of this Agreement, or relating to any other Program Document claim or any transaction contemplated hereby litigation or thereby, other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrowers or any amendmentof their affiliates) that relates to the DIP Facility, supplement or modification of, or any waiver or consent under the transactions contemplated thereby or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, connection therewith; provided that, no Indemnified Person will be indemnified for any cost, expense or liability to the extent determined in each casethe final, results non-appealable judgment of a court of competent jurisdiction to have resulted solely from anything other than any Indemnified Party’s its gross negligence or willful misconduct. Without limiting the generality of the foregoingnegligence, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence bad faith or willful misconduct. In any suitaddition, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder(a) all reasonable and documented out-of-pocket expenses (including, or to enforce any provisions without limitation, reasonable and documented fees, disbursements and other charges of any Loan, Seller will save, indemnify outside counsel and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever financial advisors) of the account debtor or obligor thereunderDIP Agent, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreementthe DIP Backstop Parties, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as the Fronting Lender and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred the DIP Lenders in connection with the DIP Facility and the transactions contemplated thereby shall be paid by the Loan Parties from time to time, subject to the occurrence of the Closing Date, and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of outside counsel and financial advisors) of the DIP Agent and the DIP Lenders for enforcement or costs and documentary taxes associated with the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction DIP Facility and the transactions contemplated hereby or thereby, including without limitation thereby will be paid by the Loan Parties. All reasonable and documented out-of-pocket fees and disbursements of its counsel. Seller hereby acknowledges expenses described above shall be payable by the Loan Parties, on a joint and several basis, whether accrued or incurred prior to, on, or after the Petition Date; provided, that the obligations DIP Lenders and DIP Backstop Parties shall be reimbursed for only one set of Seller under this Agreement are recourse obligations of Sellerlead bankruptcy counsel and local counsel in any jurisdiction required.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) in any suit, action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Partythe Lender’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party the Lender harmless from and indemnify such Indemnified Party the Lender against all Costs with respect to all SBA Loans relating to or arising out of (i) any violation Environmental Liability, (ii) the gross negligence, fraud or alleged violation willful misconduct of the Borrower or any of its officers, directors, employees or agents (each a “Borrower Party”) arising out of, relating to, or in any way connected with, the Borrower’s representations, warranties, covenants, rights, obligations or liabilities under any Loan Document or the origination or servicing of any environmental law, rule or regulation or any consumer credit lawsPledged SBA Loan, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practiceslimitation, the Truth in Lending Act and/or misappropriation of funds by any Borrower Party, (iii) any failure by a Borrower Party to properly apply insurance or condemnation proceeds on account of the Real Estate Settlement Procedures Actapplicable SBA Loan, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct(iv) any failure by Borrower to timely deliver to the FTA the SBA Loan Notes pledged to the Lender. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any SBA Loan for any sum owing thereunder, or to enforce any provisions of any SBA Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Partythe Lender’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Lender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including including, without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its directors, officers, directors, employees, affiliates and agents and advisors (including without limitation its counsel) (each an “"Indemnified Party”Person") harmless from and indemnify any Indemnified Party the Lender against all liabilitieslosses, lossesclaims, damages, judgments, costs and liabilities or other expenses of any kind which may be imposed on, incurred by or asserted against such any Indemnified Party Person (collectively, the “collectively "Costs”") in any way relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, the Chapter 11 Cases, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby; provided, that, in each case, results that the foregoing shall not apply to Costs which are found by a final decision of a -45- 52 court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s Person's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any each Indemnified Party Person harmless from and indemnify such Indemnified Party Person against all Costs with respect to all Loans Mortgage Assets relating to or arising out of any breach, violation or alleged breach of violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an such Indemnified Party in connection with any Loan Mortgage Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Asset, Seller the Borrower will save, indemnify and hold such Indemnified Party Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any each Indemnified Party Person as and when billed by the Lender for all of such Indemnified Party for all such Indemnified Party’s Person's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees or disbursements incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto)). Seller Should any Indemnified Person be involved (whether as a party, witness or otherwise) in any litigation or other proceeding in connection with the transactions contemplated hereby, the Borrower hereby agrees to compensate such Indemnified Person in an amount equal to its customary per diem charges for each day the such Indemnified Person is involved in preparation, discovery proceedings or testimony pertaining to any such litigation or other proceeding. The Borrower hereby acknowledges that, notwithstanding the fact that the Borrower's obligations hereunder are secured by the Collateral, the obligation of Seller under this Agreement are the Borrower hereunder is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller The Borrower agrees to indemnify and hold Buyer, harmless the Lender and each of its Affiliates and each of their officers, directors, employees, agents and advisors (each each, an “"Indemnified Party”") harmless from and indemnify against any Indemnified Party against and all liabilitiesclaims, damages, losses, damagesliabilities, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such any Indemnified Party (collectivelyParty, the “Costs”) relating to or arising out of of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an any Indemnified Party in connection with any Loan Contract for any sum owing thereunder, or to enforce any provisions of any LoanContract, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s its costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Secured Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees and Guarantor agree to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s lack of good faith, gross negligence or willful misconduct; provided, however, that Buyer shall be responsible for all Costs incurred by any Indemnified Party in connection with the development, preparation, negotiation and execution and delivery of this Agreement and the related Facility Documents on the Amendment Effective Date. Without limiting the generality of the foregoing, Seller agrees and Guarantor agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Purchased Assets and Underlying Assets relating to or arising out of any violation Taxes incurred or alleged violation assessed as a result of any environmental law, rule such Indemnified Party having legal ownership of the Purchased Assets or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActUnderlying Assets, that, in each case, results from anything other than such the Indemnified Party’s lack of good faith, gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset or Underlying Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset or Underlying Asset, Seller and Guarantor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller or Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller and Guarantor also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the out-of-pocket reasonable and documented fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under Except as otherwise expressly provided for in this Agreement are recourse obligations of SellerSection 18(a), Section 18(a) shall not apply with respect to Taxes.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, the Electronic Tracking Agreement, if any, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees to hold BuyerThe Loan Parties will indemnify the Exit Agent, its Affiliates the Exit Lenders, their respective affiliates, successors and each of their assigns and the officers, directors, employees, agents agents, advisors, controlling persons and advisors members of each of the foregoing (each each, an “Indemnified PartyPerson”) and hold them harmless from and indemnify any Indemnified Party against all liabilitiescosts, lossesexpenses (including reasonable and documented fees, damages, judgments, costs disbursements and expenses other charges of any kind which may be imposed on, incurred by or asserted against outside counsel) and liabilities of such Indemnified Party (collectively, the “Costs”) relating to or Person arising out of this Agreement, or relating to any other Program Document claim or any transaction contemplated hereby litigation or thereby, other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any amendment, supplement of its affiliates) that relates to the Exit Facility or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction the transactions contemplated hereby or thereby, ; provided that, no Indemnified Person will be indemnified for any cost, expense or liability to the extent determined in each casethe final, results non-appealable judgment of a court of competent jurisdiction to have resulted solely from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s its gross negligence or willful misconduct. In any suitaddition, proceeding or action brought by an Indemnified Party in connection with any Loan (a) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of outside counsel and financial advisors (including, for any sum owing thereunderthe avoidance of doubt, or the reasonable and documented fees and expenses of (i) Xxxxx Day and Xxxxxxxx Xxxxx Capital, Inc. as counsel and financial advisor, respectively, to enforce any provisions of any Loancertain Exit Lenders and (ii) Akin Gump Xxxxxxx Xxxxx & Xxxx LLP as counsel to, Seller will saveand PJT Partners LP, indemnify and hold such Indemnified Party harmless from and against all expenseDH Capital, loss or damage suffered by reason of any defenseLLC as financial advisors to, set-off, counterclaim, recoupment or reduction of liability whatsoever certain Exit Lenders)) of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as Exit Agent and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred Exit Lenders in connection with the Exit Facility and the transactions contemplated thereby shall be paid by the Loan Parties from time to time, and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of (x) one outside counsel for the Exit Agent and (y) one outside counsel for the Exit Lenders, taken as a whole, and such local counsel as the Exit Agent and Exit Lenders deem reasonably advisable) of the Exit Agent and the Exit Lenders, for enforcement or costs and documentary taxes associated with the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction Exit Facility and the transactions contemplated hereby or thereby, including without limitation thereby will be paid by the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of SellerLoan Parties.

Indemnification and Expenses. (a) Each Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Agreement, any Confirmations, any other Program Transaction Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Confirmations, any other Program Transaction Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Transaction Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Transaction Asset for any sum owing thereunder, or to enforce any provisions of any LoanTransaction Asset Document, each Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Seller. Each Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, the Confirmation, any other Program Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. In the event the sale of a Transaction Asset is re-characterized as a loan, each Seller hereby acknowledges that, notwithstanding the fact that the obligations of the relevant Seller under this Agreement are secured by such Transaction Asset, all obligations of such Seller hereunder are recourse obligations of such Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Franchise Loan for any sum owing thereunder, or to enforce any provisions of any such Franchise Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the good faith enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) Party harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such each Indemnified Party (collectively, the “Costs”including counsel's fees and disbursements) relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, 57 results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs such liabilities, losses, etc., with respect to all Loans Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, or any rule, regulation or order of any regulator, that, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors harmless with respect to all claims, expenses, fees, liabilities, losses, damages, judgments, costs (including any reasonable attorneys fees) and expenses of Seller under any kind which may be incurred or suffered by, Seller, arising out of, or alleged to arise out of, any action taken by Buyer as required by this Agreement are recourse obligations of Sellerexcept for claims, expenses, fees, liabilities, losses, damages, judgments, costs, and expenses due to the Indemnified Party's gross negligence or willful misconduct.

Indemnification and Expenses. (a) Seller agrees Encore, ECC and Bravo, jointly and severally, agree to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including out-of-pocket counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each of Encore, ECC and Bravo, jointly and severally, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans that is or at any time was a Purchased Asset relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan that is or at any time was a Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Loan that is or at any time was a Purchased Asset, Seller each of Encore, ECC and Bravo, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Encore, ECC or Bravo of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerEncore, ECC or Bravo. Seller Each of Encore, ECC and Bravo, jointly and severally, also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, reasonable costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any such Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation of the Borrower thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Notes are secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Notes is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Each Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers.

Indemnification and Expenses. (a) Seller agrees The Sellers agree to hold the Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”) "), relating to or arising out of this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation taxes incurred or alleged violation assessed in connection with the ownership of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActMortgage Loans, that, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Sellers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Sellers. Seller The Sellers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Buyer's rights under this Repurchase Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any Taxes incurred or assessed in connection with the ownership of the Loans or any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

Indemnification and Expenses. (a) Seller agrees Encore, ECC, Bravo and ConquistAmerica, jointly and severally, agree to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including out-of-pocket counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each of Encore, ECC, Bravo and ConquistAmerica, jointly and severally, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans that is or at any time was a Purchased Asset relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan that is or at any time was a Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Loan that is or at any time was a Purchased Asset, Seller each of Encore, ECC, Bravo and ConquistAmerica, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Encore, ECC, Bravo or ConquistAmerica of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerEncore, ECC, Bravo or ConquistAmerica. Seller Each of Encore, ECC, Bravo and ConquistAmerica, jointly and severally, also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Assets, but excluding any Taxes otherwise addressed in Section 7 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. For the avoidance of doubt “Costs” shall include Taxes that represent losses, damages, claims, costs and expenses arising from any non-Tax claim. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures ActPurchased Assets, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Assets for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Assets, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Without limiting the generality of the foregoing, Seller hereby acknowledges that shall reimburse Buyer for the obligations amount of Seller under this any Charges and/or Returned Items (as each such term is defined in the Collection Account Control Agreement) paid by Buyer to Collection Account Bank pursuant to Section 6 of the Collection Account Control Agreement are recourse obligations (including without limitation following the termination of Sellerthe Collection Account Control Agreement to the extent provided for in Section 6 of the Collection Account Control Agreement).

Indemnification and Expenses. (a) Seller agrees to The Borrower shall hold Buyer, its Affiliates each Lender-Related Party and each of their officers, directors, employees, agents and advisors Participant (each Lender-Related Party and each Participant) an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”"Indemnified Liabilities") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs Indemnified Liabilities with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Agreement, Loan Agreement any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Advances are secured by the Collateral, the obligation of Seller the Borrower with respect to each Advance is a recourse obligation of the Borrower. The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Party under this Agreement are recourse obligations Section 11.03 with respect to any Indemnified Liability that a court of Sellercompetent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Party or any Indemnified Party's breach of this Loan Agreement. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential, or punitive damages.

Indemnification and Expenses. (a) Seller agrees NCCC and NCMC, jointly and severally, agree to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each an “Indemnified Party”"INDEMNIFIED PARTY") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including counsel's fees and disbursements) (collectively, the “Costs”) "COSTS"), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each of NCCC and NCMC, jointly and severally, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each of NCCC and NCMC, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller NCCC or NCMC 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 SellerNCCC or NCMC. Seller Each of NCCC and NCMC, jointly and severally, also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") ----------------- harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Asset for any sum owing thereunder, or to enforce any provisions of any Loansuch Asset, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller Each Borrower hereby agrees jointly and severally, to hold Buyereach Secured Party, its Affiliates and each of their Affiliate thereof and the respective officers, directors, employees, agents agents, and advisors of each Secured Party (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party the Secured Parties and such other Persons against all liabilities, losses, damages, judgments, costs costs, and expenses of any kind which that may be imposed on, incurred by by, or asserted against the Secured Parties or such Indemnified Party (collectivelyother Persons, the “Costs”) relating to or arising out of, this Agreement (including, without limitation, any cost, loss, or expense which the Secured Parties or such other Persons may sustain or incur as a consequence of any acceleration of the maturity of the Advances by the Secured Parties in accordance with the terms of this Agreement, including, but not limited to, any cost, loss, or expense arising in liquidating the Advances and the Collateral and from interest or fees payable by the Secured Parties to lenders of funds obtained by it in order to maintain the Advances hereunder), the Notes, any other Program Loan Document or any financing transaction contemplated hereby or thereby, or any amendment, supplement supplement, or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, any other Program Document Loan Document, or any financing transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s matter whatsoever, except to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconductmisconduct of the Administrative Agent or a Lender. Without limiting the generality of the foregoing, Seller agrees each Borrower agrees, jointly, and severally, to hold the Secured Parties and any Indemnified Party other indemnified Person described above harmless from and indemnify such Indemnified Party against all Costs costs with respect to all Loans any Mortgage Loan and any REO Property at any time owned by any Borrower relating to or arising out of any violation or alleged violation of any environmental law, rule rule, or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or Act, and the Real Estate Settlement Procedures Actreal estate settlement procedures act, that, in each case, results from anything other than such Indemnified Party’s to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconductmisconduct of such Indemnified Party. In any suit, proceeding proceeding, or action brought by an Indemnified any Secured Party in connection with any Loan other Collateral pledged hereunder for any sum owing thereunder, or to enforce any provisions of any LoanCollateral pledged hereunder, Seller each Borrower will save, indemnify and hold such Indemnified Party the Secured Parties and any other indemnified Person described above harmless from and against all expense, loss loss, or damage suffered by reason of any defense, set-off, counterclaim, recoupment recoupment, reduction, or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness Indebtedness, or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees agrees, jointly and severally, to reimburse any Indemnified Party the Secured Parties as and when billed by such Indemnified Party the Administrative Agent for all such Indemnified Party’s the Secured Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Secured Parties’ rights under this Agreement, the Notes, any other Program Document Loan Document, or any financing transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Borrower hereby agrees to hold BuyerAgent, its Affiliates Xxxxxxx and their respective Affiliates, any successor owners or holders of the Loan or Participations in the Loan, and each of their respective officers, partners, members, shareholders, directors, employees, representatives, agents and advisors subsidiaries of any and all of the foregoing, (each each, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and indemnify and defend the Indemnified Parties against any and all Damages (without duplication of any payments made by Borrower to reimburse Agent for Expenses required to be paid hereunder) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of in any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or way whatsoever arising out of or in connection with, or relating to, (i) this Agreement, the Loan thereunder, the Mortgaged Property, the Collateral or any related property or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing (including actions taken by Agent pursuant to Sections 5.04 and 5.05), (ii) any claims by Fee Owner and/or Underlying Guarantor with respect to the Collaterally Assigned Loan, (iii) any violation or alleged violation of, non–compliance with or liability under any Legal Requirements and any requirements of applicable law by Borrower, Guarantor or any of their respective affiliates, officers, directors, employees or agents, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Borrower to perform or comply with any Loan Document or Collaterally Assigned Loan Document, (viii) performance of any labor or services or the furnishing of any materials or other Program property in respect of the Mortgaged Property, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving Mortgaged Property, (x) [intentionally omitted], (xi) any taxes attributable to the execution, delivery, filing or recording of any Loan Document, Collaterally Assigned Loan Document or any transaction contemplated hereby or thereby, or memorandum of any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold (xii) any Lien or claim arising on or against the Collaterally Assigned Loan or Mortgaged Property under any Legal Requirements and any applicable law or any liability asserted against Agent or any other Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans thereto, (xiii) any Release, use, generation, manufacture, storage, disposal, threatened disposal, transportation or presence of Hazardous Materials to, from, in, on, under, near or affecting the Mortgaged Property, (xiv) any term sheet or any business communications or dealings between the parties relating hereto, or (xv) Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Actforegoing clauses of this Section 9.03(a), that, in each casecase of (i) through (xv) above, results does not result from anything other than (A) such Indemnified Party’s gross negligence negligence, fraud, illegal acts or willful misconduct, as determined by a court of competent jurisdiction pursuant to a final, non–appealable judgment, or (B) an act or omission of Agent or any other Indemnified Parties during Agent’s period of ownership of the Collaterally Assigned Loan (pursuant to Agent’s exercise of its remedies hereunder or transfer in lieu thereof or similar transaction). In any suit, proceeding or action brought by an Indemnified Party Agent in connection with any the Collaterally Assigned Loan for any sum owing thereunder, or to enforce any provisions of any Loanthe Collaterally Assigned Loan Documents, Seller will Borrower shall save, indemnify and hold such Indemnified Party Agent harmless from and against all expense, loss or damage Damages and Expenses suffered by Agent by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor Fee Owner and/or Underlying Guarantor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor Fee Owner, Underlying Guarantor or obligor or its their respective successors from SellerXxxxxxxx. Seller Xxxxxxxx also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs Damages and expenses Expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, Agreement and any other Program Loan Document or any transaction contemplated hereby or thereby. However, including without limitation in no event shall Borrower be liable for any consequential, special or punitive damages (except to the reasonable fees and disbursements extent paid or payable by such Person to a third party) or for losses caused by the gross negligence, fraud, illegal acts or willful misconduct of its counselAgent, any Lender or their respective advisors or Affiliates. Seller hereby acknowledges that No direct or indirect owner, Affiliate, member, officer, director, manager, trustee or constituent investor of Xxxxxxxx (other than Guarantor in accordance with the Loan Documents) or of Guarantor shall be liable and/or responsible for any of the obligations of Seller under this Agreement are recourse obligations of Selleror any other Loan Document. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damagers, etc. arising from a non-Tax claim.

Indemnification and Expenses. (a) Seller Each Borrower agrees to hold Buyerthe Agent and each Lender, its and their respective Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerany Borrower. Seller Each Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller counsel Each Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrowers.

Indemnification and Expenses. You agree (a) Seller agrees to indemnify and hold Buyerharmless the Commitment Parties, the Agent, their respective affiliates and their respective directors, officers, employees, advisors, agents and other representatives (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities to which any such Indemnified Person may become subject arising out of or in connection with this A&R Commitment Letter, the Fee Letter, the Junior DIP Facility, the use of the proceeds thereof or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct or gross negligence of, or material breach of this A&R Commitment Letter or the Fee Letter by such Indemnified Person or its Affiliates and each of their officerscontrol affiliates, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by officers or asserted against such Indemnified Party employees (collectively, the “CostsRelated Parties”) relating to or arising out of this Agreement, and (ii) any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any disputes solely among Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from Persons and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or not arising out of any violation act or alleged violation omission of any environmental law, rule or regulation you or any consumer credit lawsof your subsidiaries (other than disputes involving claims against any Indemnified Person in its capacity as, including without limitation laws with or fulfilling its role as, an Agent or similar role in respect of the transactions contemplated hereby) and (b) regardless of whether the Closing Date occurs, to unfair or deceptive lending practices and predatory lending practicesreimburse each Commitment Party, the Truth in Lending Act and/or Agent and their respective affiliates on the Real Estate Settlement Procedures ActClosing Date (to the extent an invoice therefor is received by the Closing Date or following termination or expiration of the commitments hereunder) or, thatif invoiced after the Closing Date or if the Closing Date does not occur, within 30 days, for all reasonable and documented out-of-pocket expenses (including due diligence expenses, applicable syndication expenses and travel expenses, but limited, in each casethe case of legal fees and expenses, results from anything other than such Indemnified Party’s gross negligence to the reasonable fees, charges and disbursements of one lead counsel (and any special or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever local counsel) of the account debtor Commitment Parties and one lead counsel for the Agent (and any special or obligor thereunderlocal counsel)), arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement Junior DIP Facility and any related documentation (including this A&R Commitment Letter and the Definitive Financing Documentation) or the preservation of such Indemnified Party’s rights under this Agreementadministration, amendment, modification or waiver thereof. It is further agreed that each Commitment Party shall only have liability to you (as opposed to any other Program Document person) and that each Commitment Party shall be liable solely in respect of its own commitment to the Junior DIP Facility on a several, and not joint, basis with any other Commitment Party. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of, or material breach of this A&R Commitment Letter or the Fee Letter by such indemnified person (or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselRelated Parties). Seller hereby acknowledges None of the indemnified persons or you or any of your affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this A&R Commitment Letter, the Fee Letter, the Junior DIP Facility or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the obligations of Seller under extent set forth in this Agreement are recourse obligations of SellerSection 6.

Indemnification and Expenses. (a) Seller Borrower agrees to hold BuyerLender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted assessed against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any such Mortgage Loan, Seller Borrower will save, indemnify and hold such Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation of Borrower thereunder which occurs prior to the date upon which Lender acquires record title to such Mortgage Loan or succeeds to be the absolute owner and holder of such Mortgage Loan. Without limiting the generality of the foregoing, Borrower, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loan relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation that, in each case, results from anything other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all than such Indemnified Party’s costs and expenses incurred in connection with the enforcement 's gross negligence or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Sellerwillful misconduct.

Indemnification and Expenses. (a) Seller agrees to The Sellers agree to, on a joint and several basis, hold the Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller the Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Sellers. Seller The Sellers also agrees agree to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Sellers hereby acknowledges that acknowledge that, the obligations of Seller the Sellers under this Agreement are joint and several recourse obligations of Sellerthe Sellers.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, its Affiliates the Custodian, the Backup Servicer and each of their officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatincluding, without limitation, (i) any Medallion Loan pledged hereunder not constituting an Eligible Medallion Loan, (ii) the offering or effectuation of any securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Secured Obligations are secured by the Collateral, each Secured Obligation is a recourse obligation of Seller under this Agreement are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) (ppppp) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all claims, liabilities, losses, damages, judgments, and documented and out-of-pocket costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any (i) any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of the Program Documents and all other documents related thereto, any breach by Seller of any representation or warranty or covenant in this Agreement or any other Program Document, and all actions taken pursuant thereto, (ii) the Transactions, or any indemnity payable under the servicing agreement or other servicing arrangement, and (iii) environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct or is the result of a claim made by Seller against the Indemnified Party, and Seller is ultimately the successful party in any resulting litigation or arbitration; provided, however, if a court of competent jurisdiction on appeal subsequently determines that an Indemnified Party did not act with gross negligence or engage in willful misconduct, Seller’s indemnification obligations with respect to such Costs shall be automatically reinstated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s reasonable documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, its Affiliates the Custodian, the Backup Servicer and each of their officers, directors, employees, agents and advisors employees (each each, an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatincluding, without limitation, (i) any Medallion Loan pledged hereunder not constituting an Eligible Medallion Loan, (ii) the offering or effectuation of any securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Partythe Lender’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Lender’s rights under this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Secured Obligations are secured by the Collateral, each Secured Obligation is a recourse obligation of Seller under this Agreement are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees NCCC, NCRC, NCMC, New Century and Home123, jointly and severally, agree to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each an “Indemnified Party”) harmless from and 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 (including counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each of NCCC, NCRC, NCMC, New Century and Home123, jointly and severally, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each of NCCC, NCRC, NCMC, New Century and Home123, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller NCCC, NCRC, NCMC, New Century or Home123 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 SellerNCCC, NCRC, NCMC, New Century or Home123. Seller Each of NCCC, NCRC, NCMC, New Century and Home123, jointly and severally, also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) The Seller agrees to hold Buyer, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all claims, liabilities, losses, damages, judgments, and documented and out-of-pocket costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconductmisconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any (i) any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of the Program Documents and all other documents related thereto, any breach by Seller of any representation or warranty or covenant in this Agreement or any other Program Document, and all actions taken pursuant thereto, (ii) the Transactions, or any indemnity payable under the servicing agreement or other servicing arrangement, and (iii) environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct or is the result of a claim made by Seller against the Indemnified Party, and Seller is ultimately the successful party in any resulting litigation or arbitration; provided, however, if a court of competent 62 jurisdiction on appeal subsequently determines that an Indemnified Party did not act with gross negligence or engage in willful misconduct, Seller’s indemnification obligations with respect to such Costs shall be automatically reinstated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Purchased Asset for any sum owing thereunder, or to enforce any provisions of any LoanPurchased Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse any an Indemnified Party as and when promptly after billed by such Indemnified Party for all such Indemnified Party’s reasonable documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including including, without limitation limitation, laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees NCCC, NCAH, NCMC, New Century and Home123, jointly and severally, agree to hold Buyer, the Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each an “Indemnified Party”) harmless from and 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 (including counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller each of NCCC, NCAH, NCMC, New Century and Home123, jointly and severally, agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller each of NCCC, NCAH, NCMC, New Century and Home123, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller NCCC, NCAH, NCMC, New Century or Home123 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 SellerNCCC, NCAH, NCMC, New Century or Home123. Seller Each of NCCC, NCAH, NCMC, New Century and Home123, jointly and severally, also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Buyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller Borrower agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) Lender harmless from and indemnify any Indemnified Party Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party Lender (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s Lender's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller Borrower agrees to hold any Indemnified Party Lender harmless from and indemnify such Indemnified Party Lender against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s Lender's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party Lender in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any LoanCollateral Documents, Seller Borrower will save, indemnify and hold such Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any Indemnified Party Lender as and when billed by such Indemnified Party Lender for all such Indemnified Party’s Lender's reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller Borrower under this Agreement are the Note is a recourse obligations obligation of SellerBorrower.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyereach Lender, its Affiliates the Administrative Agent, each Managing Agent, the Custodian and each of Liquidity Provider, and their respective directors, officers, directorsadvisors and employees (each, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatincluding, without limitation, (i) any Medallion Loan pledged hereunder not constituting an Eligible Medallion Loan, (ii) the offering or effectuation of any securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified the Administrative Agent or any other Secured Party in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller the Borrower will save, indemnify and hold such Indemnified Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Administrative Agent, each Managing Agent and each Lender as and when billed by such Indemnified Party the Administrative Agent, any Managing Agent and any Lender for all of such Indemnified PartyPerson’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyPerson’s rights under this Loan Agreement, the applicable Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Secured Obligations are secured by the Collateral, each Secured Obligation is a recourse obligation of Seller under this Agreement are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees The Borrower and Guarantor agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) the Lender harmless from and indemnify any Indemnified Party the Lender against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by by, or asserted against such Indemnified Party (collectivelythe Lender, the “Costs”) relating to or arising out of of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified PartyLender’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower and Guarantor (subject to Section 12.01) will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower 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 Sellerthe Borrower or Guarantor. Seller The Borrower or Guarantor also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Partythe Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Lender’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower and Guarantor hereby acknowledges acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligations of Seller the Borrower under this Agreement the Note are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, the Confirmation, any other Program Transaction Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Confirmation, any other Program Transaction Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller also agrees to indemnify Buyer and hold Buyer harmless from any net loss or expense (not to include any lost profit or opportunity) (including, without limitation, reasonable attorneys’ fees and disbursements) which Buyer actually sustains or incurs as a consequence of (i) default by Seller in terminating any Transaction after Seller has given a notice in accordance with Section 3.07 of a prepayment and termination of a Transaction, or (ii) default by Seller in selling Eligible Transaction Assets to Buyer after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Transaction Assets in accordance with the provisions of the Agreement. A certificate as to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller and shall be conclusive and binding on Seller in the absence of manifest error. Without limiting the generality of the foregoing, Seller further agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Transaction Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct, or uncured breach of the Transaction Documents after notice thereof provided, however, that Seller shall not be obligated to indemnify Buyer for any such claims with respect to the GS Assets, . In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Transaction Asset for any sum owing thereunder, or to enforce any provisions of any LoanTransaction Asset Document, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any Confirmation, any other Program Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. In the event the sale of a Transaction Asset is re-characterized as a loan, Seller hereby acknowledges that notwithstanding the fact that the obligations of Seller under this Agreement are secured by such Transaction Asset, all obligations of Seller hereunder are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees Sellers agree to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (other than Taxes, Excluded Taxes, and Other Taxes, which are the subject of Section 3(h)(i) and Section 5) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees Sellers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with ​ respect to all Loans relating to or arising out of any violation or alleged violation of any environmental lawEnvironmental Law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller Sellers will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Sellers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerSellers. Seller Sellers also agrees agree to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller Sellers hereby acknowledges acknowledge that the obligations of Seller Sellers under this Agreement are recourse obligations of SellerSellers.

Indemnification and Expenses. (a) Seller Borrower agrees to indemnify and hold Buyerharmless Agent, its Affiliates Initial Lender and each other Lender and each of their respective affiliates and Subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which Costs that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept for claims by an Indemnified Party against another Indemnified Party or to the extent such Cost is found in a final, in each case, results non-appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s 's gross negligence or willful misconduct. Without limiting In the generality case of an investigation, litigation or other proceeding to which the foregoingindemnity in this Section 9.05 applies, Seller agrees to hold such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party harmless from is otherwise a party thereto and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of whether any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconducttransaction contemplated hereby is consummated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan the Eligible Asset for any sum owing thereunder, or to enforce any provisions of any Loanagreement relating to the Eligible Asset following a Default or Event of Default, Seller Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from SellerBorrower. Seller Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s 's actual and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Agent's rights under this Agreement, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyer, its Affiliates the Lender and each of their its officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") ----------------- harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, thatexcept, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any such Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any Indemnified Party the Lender as and when billed by such Indemnified Party the Lender for all such Indemnified Party’s the Lender's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s the Lender's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) The Seller agrees to indemnify and hold Buyer, its Affiliates harmless the Purchaser and each of its affiliates and subsidiaries and their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify against any Indemnified Party against and all liabilitiesclaims, damages, losses, damagesliabilities, judgmentscosts, costs and expenses (including, without limitation, attorneys’ fees (including in connection with the enforcement of any kind which this Agreement) and disbursements) (“Costs”) that may be imposed on, incurred by or asserted or awarded against such any Indemnified Party (collectivelyParty, the “Costs”) in each case relating to or arising out of this Agreement, any other Program Document Agreement or any transaction contemplated hereby or therebyhereby, 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 hereby, except to the extent such claim, damage, loss, liability, cost, or therebyexpense is found in a final, that, in each case, results non appealable judgment by a court of competent jurisdiction to have resulted from anything other than any such Indemnified Party’s gross negligence or willful misconduct. Costs subject to this Section 8 shall include, but not be limited to, Costs incurred in connection with the violation of any environmental law, the correction of any environmental condition or the removal of any toxic mold, any petroleum (including, without limitation, crude oil or any derivative thereof) or petroleum products (including, without limitation, gasoline) or any hazardous or toxic substances, materials or wastes, defined as such in or regulated under any environmental law, including, without limitation, asbestos, polychlorinated biphenyls, and urea-formaldehyde insulation., in each case in any way affecting the mortgaged property. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans the mortgaged property relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation regulation, except to the extent such claim, damage, loss, liability, cost, or any consumer credit lawsexpense is found in a final, including without limitation laws with respect non appealable judgment by a court of competent jurisdiction to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results have resulted from anything other than such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Seller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated. The Seller agrees not to assert any claim against any Indemnified Party, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of this Agreement. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan the mortgaged property for any sum owing thereunderhereunder, or to enforce any provisions of any Loanthe mortgaged property, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Partythe Purchaser’s rights under this Agreement, any other Program Document Agreement or any transaction contemplated hereby or therebyhereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller Each Loan Party agrees to hold Buyerthe Lender’s collateral trustee, its if any, the Lender, Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of the Province of Ontario and their respective Affiliates and each of their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against any and all claims, suits, actions, proceedings, obligations, liabilities (including, without limitation, strict liabilities) and debts, and all losses, actual damages, judgments, awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and other costs of defense), which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Notes, any other Program Loan Document or any transaction contemplated hereby or thereby, or any transaction financed or proposed to be financed in whole or in part (directly or indirectly) with any Advance, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, a Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct; provided that the indemnification in this Section 10.03 with respect to due diligence costs and legal fees incurred prior to an Event of Default shall be subject to the limitations set out in Sections 7.20, 10.15(b) and 10.03(b), as applicable. Without limiting the generality of the foregoing, Seller each Loan Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit other laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Facility Collateral for any sum owing thereunder, or to enforce any provisions of any LoanLoan Document, Seller each Loan Party will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller any Loan 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 Sellerany Loan Party. Seller Each Loan Party also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, a Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations of Seller under this Agreement Obligations are secured by the Facility Collateral, the Obligations are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller Each of TFC and the Borrower, jointly and severally, agrees to hold Buyerthe Lender, its Affiliates the Collateral Agent, the Backup Servicer, the Insurer, the Hedge Counterparty and each of their officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified ----------------- Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatincluding, without limitation, (i) the failure by a TFC Party to comply in any material respect with any applicable law, rule or regulation with respect to any Contract or any Financed Vehicle, or the nonconformity of any Contract with any such applicable law, rule or regulation, (ii) the offering or effectuation of any Securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender or the Insurer in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller each of TFC and the Borrower will save, indemnify and hold such each Indemnified Party harmless from and against all reasonable expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller a TFC Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellera TFC Party. Seller Each of TFC and the Borrower also agrees to reimburse any each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s the Lender's reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all reasonable fees and disbursements incurred in any action or proceeding between a TFC Party and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Lender hereby acknowledges that, notwithstanding the fact that the obligations Secured Obligations are secured by the Collateral, each Secured Obligation is otherwise a non-recourse obligation of Seller under this Agreement are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller Each of TFC and the Borrower, jointly and severally, agrees to hold Buyerthe Lender, its Affiliates the Collateral Agent, the Backup Servicer, the Insurer, the Hedge Counterparty and each of their officers, directors, employees, agents and advisors employees (each each, an “"Indemnified Party”") harmless from and indemnify any each Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectivelyin any suit, the “Costs”) action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, thatincluding, without limitation, (i) the failure by a TFC Party to comply in any material respect with any applicable law, rule or regulation with respect to any Contract or any Financed Vehicle, or the nonconformity of any Contract with any such applicable law, rule or regulation, (ii) the offering or effectuation of any Securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, results to the extent arising from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party the Lender or the Insurer in connection with any Loan Collateral for any sum owing thereunder, or to enforce any provisions of any Loansuch Collateral, Seller each of TFC and the Borrower will save, indemnify and hold such each Indemnified Party harmless from and against all reasonable expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller a TFC Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellera TFC Party. Seller Each of TFC and the Borrower also agrees to reimburse any each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s the Lender's reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcounsel (including all reasonable fees and disbursements incurred in any action or proceeding between a TFC Party and an Indemnified Party or between an Indemnified Party and any third party relating hereto). Seller The Lender hereby acknowledges that, notwithstanding the fact that the obligations Secured Obligations are secured by the Collateral, each Secured Obligation is otherwise a non-recourse obligation of Seller under this Agreement are recourse obligations of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (including counsel’s fees and disbursements) (collectively, the “Costs”) ), relating to or arising out of this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s gross negligence negligence, material breach of any law, rule or regulation applicable to such Indemnified Party or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans or Mezzanine Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the federal Truth in Lending Act and/or the federal Real Estate Settlement Procedures Act, that, in each case, results from anything other than such the Indemnified Party’s gross negligence material breach of any law, rule or regulation applicable to such Indemnified Party or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan or Mezzanine Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan or Mezzanine Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under this Agreement, any other Program Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller agrees to hold Buyer, Buyer and its Affiliates and each of their present and former respective officers, directors, employees, agents agents, advisors and advisors other representatives (each each, an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may at any time be imposed on, on or incurred by or asserted against such any Indemnified Party (including counsel's fees and disbursements) (collectively, the “"Costs”) "), relating to or arising out of this Agreement, any other Program Document Facility Agreement or any transaction 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 Facility Agreement or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any the Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans Mortgage Assets, whether relating to or arising out of any violation or alleged violation of any environmental law, rule Environmental Law or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, thatotherwise, in each case, results from anything other than such the Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan Mortgage Asset for any sum owing thereunder, or to enforce any provisions of any LoanMortgage Asset, Seller will save, indemnify 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 of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such the Indemnified Party’s costs and expenses 's Costs incurred in connection with the enforcement or the preservation of such Indemnified Party’s Buyer's rights under this Agreement, any other Program Document Facility Agreement or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

Indemnification and Expenses. (a) Seller The Borrower agrees to hold Buyerthe Lender, and its Affiliates and each of their officerstheirofficers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller the Borrower agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrower will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrower. Seller The Borrower also agrees to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrower hereby acknowledges that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrower under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.

Indemnification and Expenses. (a) Seller agrees The Borrowers agree, jointly and severally, to hold Buyerthe Lender, and its Affiliates and each of their officers, directors, employees, agents and advisors (each an “"Indemnified Party”") harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “"Costs”") relating to or arising out of this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s 's gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees the Borrowers agree, jointly and severally, to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation regulation, or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices practices, and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, Seller the Borrowers, jointly and severally, will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller the Borrowers of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Sellerthe Borrowers. Seller The Borrowers also agrees agree, jointly and severally, to reimburse any an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under this Loan Agreement, the Note, any other Program Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller The Borrowers hereby acknowledges acknowledge that, notwithstanding the fact that the obligations Note is secured by the Collateral, the obligation of Seller the Borrowers under this Agreement are the Note is a recourse obligations obligation of Sellerthe Borrower.