Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Agreement Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency any Owner against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency such Owner or in a shortfall of funds to pay the Current Future Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (viv) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v11.01(a)(i)-(iv) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation; provided, proceedingshowever, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to that the applicable Purchaser IndemniteeIndemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, but may not enter into any settlement without the prior written consent damages, deficiencies, claims, causes of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment action or enter into any settlement with respect to the Third Party Claim without the prior written consent of expenses as reasonably requested by Seller, which consent shall not be unreasonably withheld. Any exercise such failure of such rights by a Purchaser Indemnitee mitigation shall not relieve Seller of its indemnification obligations and liabilities under in this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.11.01(a) but may affect

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Residential Servicing Business Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v11.01(a)(i)-(v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v11.01(a)(i)-(v) above;; provided, however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall shall, indemnify, defend defend, save and hold Purchaser, its affiliates and its any assignee of Purchaser and their respective officers, directors, managers, officers, employees, agentsagents and Affiliates (collectively, representatives and advisors (the “"Purchaser Indemnitees”") harmless from and shall reimburse against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the applicable foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Indemnitee for any Losses suffered Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitee after the Closing Date Indemnitees, directly or indirectly, in connection with, arising out of, which could result from: (i) Any material in, or which would not have occurred but for, a breach of a any representation or warranty made by SellerSeller in this Agreement, in any certificate or non-fulfillment document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or obligation of Seller, contained agreement made by any Seller in this Agreement or the Assignment Agreement; (ii) Any servicing act in any Ancillary Agreement to which Seller is or omission is to become a party, and any and all liabilities of Seller of any prior servicer relating nature whatsoever, whether due or to any Mortgage Loan and any act become due, whether accrued, absolute, contingent or omission otherwise, existing on the Closing Date or arising out of any party related transaction entered into, or any state of facts existing, prior to the origination of Closing Date, except for any Mortgage Loan; (iii) Any actAssumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, error or omission of Seller in servicing any Purchaser shall, at its option and subject to the terms of the Mortgage LoansEscrow Agreement, including improper action or failure be entitled to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by withdraw sufficient funds from the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect Escrow Fund pursuant to the Mortgage Loans Escrow Agreement in lieu of payment directly from Seller, and to the Agency or in a shortfall of funds to pay extent the Current Excess Servicing Spread; (v) Any breach by Seller amount due any Purchaser Indemnitee exceeds the balance of the Asset Purchase funds held under the Escrow Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject be entitled to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of collect such notice of a Third Party Claim, Seller shall have the right balance owned to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of directly from Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency any Owner against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency such Owner or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Following the Closing, but subject to the provisions of this ARTICLE 8, Seller shall indemnify, defend and hold Purchaser, its affiliates harmless Purchaser and its and their respective directorsRepresentatives (collectively, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and against, and shall compensate and reimburse the applicable each of Purchaser Indemnitee for Indemnitees for, any and all Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date or to which result fromany Purchaser Indemnitee may otherwise become subject arising out of or related to: (a) any inaccuracy in or breach by Seller of any of the representations or warranties made by Seller: (i) Any in this Agreement; or (ii) in any certificate delivered on behalf of Seller pursuant to Section 2.5.2(a)(ii) (in each case of the foregoing clauses (i) and (ii), without giving effect to any “material”, “in all material breach respects”, and “Material Adverse Effect” qualification limiting the scope of a such representation or warranty warranty, but solely for purposes of determining the amount of Losses and not for purposes of determining whether a breach has occurred); (b) any failure of Seller to perform or any breach by Seller, or non-fulfillment Seller of any covenant of its covenants, agreements or obligation of Seller, obligations contained in this Agreement or the Assignment Agreement; (iic) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanExcluded Liability; (iiid) Any act, error or omission any failure of Seller to comply with any applicable bulk sales statute in servicing connection with the Transactions contemplated hereby; (e) any of the Mortgage Loans, including improper action or failure to act when required to do so;matters described on Section 8.3.1(e) of the Seller Disclosure Schedule (a “Designated Action”); or (ivf) Any exercise any failure of any rights of setoff Seller to pay Transfer Taxes or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due Apportioned Obligations allocated to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by under Section 6.11.1; provided, however, that Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A required to indemnify any Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry extent that such Losses arise out of a judgment or enter into result from (i) the gross negligence, recklessness or willful misconduct of any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights Purchaser Indemnitee; or (ii) any claim for Losses that is indemnifiable by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account8.3.2.

Indemnification by Seller. (a) Subject to Section 12.01, the Seller shall indemnify, defend indemnify against and hold Purchaserharmless Buyer, its affiliates Affiliates, and its each of their successors and permitted assigns, and their respective directors, managersemployees, officers, employeesdirectors and representatives (collectively, agents, representatives and advisors (the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from, and will promptly defend any Buyer Indemnified Party from and shall reimburse the applicable Purchaser Indemnitee for any Buyer Indemnified Party for, any and all Losses suffered which such Buyer Indemnified Party may at any time suffer or incurred by any Purchaser Indemnitee after the Closing Date which incur, or become subject to, as a result fromof or in connection with: (i) Any material The Seller’s breach of, any of a representation the representations or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, warranties contained in this Agreement or the Assignment Agreement(each such breach, a “Seller Warranty Breach”); (ii) Any servicing act any breach or omission nonfulfillment of any prior servicer relating to any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any covenant of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise Seller under the terms of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase this Agreement; and (viiii) Litigationthe Excluded Liabilities and the Excluded Assets, proceedingsincluding any liability under any tolling agreement entered into pursuant to Section 7.01(b). (b) Notwithstanding any other provision to the contrary, governmental investigations, orders, injunctions or decrees the Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 12.01 and (ii) only for the aggregate amount of Buyer Indemnified Parties’ Losses resulting from any Seller Warranty Breaches in excess of the items described Deductible; provided, that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) and (iii) of Section 11.01(a)(i12.03(a); provided further, that in the case of any indemnification under clauses (ii) – and (viii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller under this Section 12.03(b) shall in no event exceed the Purchase Price received by the Seller. (c) Notwithstanding Section 12.03(b) above; 01. Purchaser shall notify Seller promptly after receiving written notice , on and as of the assertion date that is six (6) months following the Closing Date, the Cap shall be reduced to an amount equal to (x) five percent (5%) of the Purchase Price plus (y) the amount of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to by the Buyer Indemnified Parties for indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt outstanding and unpaid as of such notice of a Third Party Claimdate, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory if any, pursuant to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel terms and to otherwise separately defend itself at its own expense but shall not consent subject to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of conditions set forth in this Agreement. With respect On the date that is twelve (12) months following the Closing, the Cap shall be reduced to the amount of any Third Party Claim subject to claims by the Buyer Indemnified Parties for indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper Agreement outstanding and adequate defense unpaid as of such Third-Party Claim. For date, if any, pursuant to the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited terms and subject to funds available the conditions set forth in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountthis Agreement.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold will indemnify Purchaser, its affiliates and its and their respective directors, managersofficers, employees, and agents, and any person controlling the Purchaser (within the meaning of the Securities Act) and each underwriter, if any, of the Registrable Shares and each person controlling that underwriter (within the meaning of the Securities Act), against all claims, losses, expenses, damages, liabilities and actions ("Claims") in respect of Claims (including any Claim incurred in settlement of any litigation, commenced or threatened) arising out of or based on (i) any untrue statement or alleged untrue statement of a material fact in any prospectus or any related registration statement, or any amendment or supplement thereto, or any notification or the like incident to any such registration, or any amendment or supplement thereto, or any qualification or compliance, or (ii) any omission or alleged omission to state in any such prospectus or related registration statement incident to such registration, qualification or compliance, a material fact required to be stated in it or necessary to make that statement in it not misleading in light of the circumstance in which the statement was made, or (iii) any violation by Seller of any rule or regulation promulgated under the Securities Act applicable to Seller and relating to action or inaction required of Seller in connection with any such registration, qualification or compliance; provided, however, that the indemnity agreement contained in this Section 4.7(a) will not apply (A) to amounts paid in settlement of any Claim if such settlement is effected without the consent of Seller (which consent will not be unreasonably withheld) and (B) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or the prospectus or the prospectus as amended or supplemented, but eliminated or remedied in the prospectus or the prospectus as amended or supplemented, and will not inure to the benefit of Purchaser, its directors, officers, employees, agents, representatives and advisors or any underwriter (or to the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment benefit of any covenant person who controls Purchaser or obligation such underwriter within the meaning of Seller, contained in this Agreement or the Assignment Agreement; (iiSecurities Act) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to from whom the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing person asserting the Claim purchased any of the Mortgage LoansRegistrable Shares, if a copy of the prospectus (as then amended or supplemented and provided to Purchaser) was not sent or given to such person through no fault of Seller at or prior to the time such action is required by the Securities Act, nor will Seller be liable in any such case for any Claim to the extent that it arises out of or is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, including improper action any preliminary prospectus or failure final prospectus contained therein or any amendments or supplements thereto, (2) the omission or alleged omission to act when state therein a material fact required to do so; be stated therein, or necessary to make the statements therein not misleading, or (iv3) Any exercise of any rights of setoff violation or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach alleged violation by Seller of the Asset Purchase Agreement; andSecurities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law (collectively a "Violation") which occurs in reliance upon and in conformity with written information furnished for use in connection with such registration by or on behalf of Purchaser (with respect to a Claim by Purchaser under this Section 4.7(a)) or such underwriter or controlling person (with respect to a Claim by such underwriter or controlling person under this Section 4.7(a)). (vib) LitigationSeller will reimburse Purchaser, proceedingsits directors, governmental investigationsofficers, ordersemployees, injunctions agents, and controlling person and each such underwriter or decrees resulting from controlling person for any of legal or any other expenses reasonably incurred in connection with investigating or defending any Claim; provided, however, that the items described reimbursement provisions contained in this Section 11.01(a)(i4.7(b) – will not apply (vi) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion to amounts paid in settlement of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of Claim if such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement is effected without the prior written consent of the applicable Purchaser Indemnitee, Seller (which shall consent will not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel ) and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or the Third Party prospectus or the prospectus as amended or supplemented, but eliminated or remedied in the prospectus or the prospectus as amended or supplemented, and will not inure to the benefit of Purchaser, its directors, officers, employees, agents, and controlling person or any underwriter (or to the benefit of any person who controls such underwriter within the meaning of the Securities Act) from whom the person asserting any Claim without purchased any of the Registrable Shares, if a copy of the prospectus (as then amended or supplemented and provided to Purchaser) was not sent or given to such person through no fault of Seller at or prior to the time such action is required by the Securities Act, nor will Seller be liable in any such case for any Claim to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written consent information furnished for use in connection with such registration by or on behalf of SellerPurchaser (with respect to a claim for reimbursement by Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations directors, officers, employees, agents, and liabilities controlling person under this Section 11.01 4.7(b)) or any other provision of this Agreement. With such underwriter or controlling person (with respect to any Third Party Claim subject to indemnification a claim for reimbursement by such underwriter or controlling person under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountSection 4.7(b)).

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the any Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase AgreementMSRs; and (viv) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v10.01(a)(i)-(iii) above;; provided, however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such Losses as reasonably requested by Seller, which such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 10.01 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Purchaser Indemnitee pursuant to any attempt to mitigate any such Losses shall be reimbursed by Seller as part of its indemnification obligations in this Section 10.01. 01. (b) Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee; provided, which shall not be unreasonably withheldhowever, that Seller may enter into a settlement without the prior consent of the Purchaser Indemnitee if Seller secures a full and unconditional release from any liability for the Third Party Claim in favor of the Purchaser Indemnitee. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself participate in its defense at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheldexpense. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 10.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account. (c) Notwithstanding anything in Section 10.01(a) above, in the event that counsel or independent accountants for Purchaser determine that there exists a material risk that any amounts due to Purchaser under ARTICLE X hereof would be treated as Non-qualifying Income upon the payment of such amounts to Purchaser, the amount paid to Purchaser pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to Purchaser in such year without causing Purchaser to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Non-qualifying Income as determined by such counsel or independent accountants. If the amount payable for any tax year under the preceding sentence is less than the amount which Seller would otherwise be obligated to pay to Purchaser pursuant to ARTICLE X of this Agreement (the “Expense Amount”), then Seller shall place the Expense Amount into an escrow account (the “Expense Escrow Account”) using an escrow agent and agreement reasonably acceptable to Purchaser and shall not release any portion thereof to Purchaser, and Purchaser shall not be entitled to any such amount, unless and until Purchaser delivers to Seller, at the sole option of Purchaser, (i) an opinion (an “Expense Amount Tax Opinion”) of Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Non-qualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to Purchaser without causing Purchaser to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to Purchaser indicating that the receipt of any Expense Amount hereunder will not cause Purchaser to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”).

Indemnification by Seller. (a) VSD shall defend, indemnify and hold harmless Purchaser, its respective members, the Affiliates of each, and its and their respective officers, directors, employees and agents (“Purchaser Indemnified Parties”) from and against (i) any Losses (other than Tax Losses), to the extent arising out of or in connection with (A) the negligence, fraud or willful misconduct of Sellers, their Affiliates or their subcontractors or (B) any breach by Sellers of any of their representations, warranties or covenants in this Agreement or the other Transaction Documents and (ii) any Losses (other than Tax Losses) from third party claims or demands arising under or relating to any Seller’s performance or nonperformance under this Agreement; provided, however, in no event will any Seller shall be responsible for any such Losses to the extent caused by Purchaser’s gross negligence or willful misconduct. (b) From and after the applicable Purchase Date, VSD will indemnify, defend and hold Purchaserharmless Purchaser Indemnified Parties from any claims or liens (other than Permitted Liens) brought or filed in connection with the Projects that were purchased from the Sellers. VSD will discharge any such claim or lien within thirty (30) days after becoming aware of such claim or lien. Failure to so discharge shall entitle the Purchaser to pay such claim or lien and seek reimbursement from VSD for such discharged claim or lien, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (or to set off the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from:amounts owed to VSD hereunder ***. (ic) Any material If as a result of the breach or inaccuracy of a any representation or warranty by Seller, set forth herein or non-fulfillment the breach of any covenant or obligation of Sellerherein any Purchaser Indemnified Party for U.S. federal income tax purposes shall lose the benefit of, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall not have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemniteeclaim, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemniteeshall suffer a disallowance or deferral of, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of suffer a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Sellerdelay in claiming, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate recapture or shall not claim (as the result of a Final Determination or a written opinion of independent counsel selected by Purchaser and reasonably acceptable to a Seller that there is not at least a “more likely than not” position for such claim) all or any portion of the Tax Credits (a “Tax Credit Loss”) or cost recovery (depreciation) deductions (a “Deduction Loss” and, together with a Tax Credit Loss, a “Tax Loss”) assumed in good faith with Seller the Base Case Model, then VSD shall pay to ensure Purchaser the proper and adequate defense amount determined pursuant to Section 4.3(d) hereof. (1) If a Tax Loss as defined in Section 4.3(c) hereof shall occur, then VSD shall pay to Purchaser (i) in the case of a Tax Credit Loss, the amount, if any, of the Tax Credit lost, disallowed or recaptured reduced by any Tax Savings arising as a result of the Tax Credit Loss, (ii) in the case of a Deduction Loss, the amount, if any, by which the sum of the present values as of the date of the indemnity payment of the additional U.S. federal income taxes payable by each Purchaser Indemnified Party as a result of such Third-Party ClaimDeduction Loss (computed using a discount rate of 15%) exceeds any Tax Savings arising as a result of the Deduction Loss, (iii) the amount of any U.S. federal interest, penalties, fines or additions to tax payable by each Purchaser Indemnified Party, and (iv) the net amount of any additional U.S. federal income Taxes payable by each Purchaser Indemnified Party, if any, as the result of (A) the inclusion of any payment made pursuant to this Section 4.3(d) in taxable income or (B) the increase in any Tax Loss as a result of any payment made pursuant to this Section 4.3. For As used herein, “Tax Savings” shall mean the avoidance sum of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available the present values as of the date of the indemnity payment of the reductions in the Third U.S. federal income taxes payable by each Purchaser Indemnified Party Controlled Current Spread Custodial Account as a result of the Tax Credit Loss or Deduction Loss, as the Current Spread Reserve Accountcase may be (computed using a discount rate of 15%). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Indemnification by Seller. (a) After Closing, Seller shall will indemnify, defend and hold Purchaser, its affiliates harmless the LLC and its Buyer and their members and their and their respective Affiliates, and the shareholders, partners, members, directors, managers, officers, employees, agents, representatives successors and advisors (the “Purchaser Indemnitees”) harmless assigns of any of such Persons, from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result fromagainst: 11.2.1 all Losses of or to Buyer or any such other indemnified Person resulting from or arising out of (ia) Any material any breach of a any representation or warranty made by Seller, Seller in this Agreement or non-fulfillment any Transaction Document; (b) any breach of any covenant covenant, agreement or obligation of Seller, Seller or any Principal contained in this Agreement or the Assignment Agreement; any Transaction Document; (iic) Any servicing any claim, action, suit or proceeding by any Third Party (collectively, an "ACTION") as a result of any (i) act or omission of Seller or the LLC with respect to any event or circumstance related to the ownership or operation of the System or the conduct of the Business, which act, omission, event or circumstance occurred or existed prior servicer to or at the Closing, without regard to whether a claim with respect to such matter is asserted before or after the Closing, including any matter described on SCHEDULE 5.12 or (ii) breach of any representation or warranty made by Seller in this Agreement or any Transaction Document; (d) the failure by Seller to perform any of its obligations in respect of Retained Liability; (e) any Title Defect relating to any Mortgage Loan and of the Real Property that is not deleted as an exception in, insured over by the applicable Title Policy or waived by Buyer; (f) any act claim that the transactions contemplated by this Agreement to be performed by Seller violate WARN or omission any Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction; (g) any claim relating to "continuation coverage" under Code Section 4980B or Section 601, et seq., of ERISA with respect to former employees (or their spouses or dependants) of Seller or the System at and after the Closing Time or that Buyer or the LLC is deemed to be a successor employer of such party under Code Section 4980B or Section 601, et seq., of ERISA; (h) any claim, obligation, responsibility, violation of any Legal Requirement or contractual obligation, expense or other liability related to any Seller's Plan; (i) the origination presence, generation, removal or transportation of a Hazardous Substance on or from any Real Property, including the costs of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Mortgage Loan; Environmental Laws during Seller's ownership of such Real Property, without regard to whether a claim with respect to such matter is asserted before or after the Closing; (iiij) Any actany rate refund or credit, error or omission of Seller in servicing penalty and/or interest payment with respect thereto ordered by any of the Mortgage Loans, Governmental Authority (including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results judgments in a decrease in Servicing Agreements termination payments due to Seller private civil action) with respect to the Mortgage Loans from System for periods through and including the Agency Closing; and (k) any liability or in obligation arising out of an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and for which a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreementfull adjustment was not made at Closing; and (vi) Litigation11.2.2 all claims, actions, suits, proceedings, governmental investigationsdemands, ordersjudgments, injunctions assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or decrees relating to or resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountforegoing.

Indemnification by Seller. (a) Following the Closing, and subject to the limitations set forth in this Section 10, Seller shall indemnifyhereby covenants and agrees to defend, defend indemnify and save and hold Purchaserharmless Buyer, together with its affiliates and its and their respective officers, directors, managers, officers, employees, agents, stockholders, members, attorneys and representatives and advisors each Person who controls Buyer within the meaning of the Securities Act (the “Purchaser IndemniteesBuyer Indemnified Parties”), from and against any loss, cost, expense, Liability, claim or legal damages (including, without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding (each, an “Action”) harmless from and shall reimburse all costs of investigation) (collectively, the applicable Purchaser Indemnitee for any Losses suffered “Damages”) arising out of or incurred by any Purchaser Indemnitee after the Closing Date which result resulting from: : (i) Any material any inaccuracy in or breach of a representation or warranty by Sellerany representation, or non-fulfillment of any warranty, covenant or obligation of Seller, contained agreement made by Seller in this Agreement or in any certificate, schedule or exhibit delivered by Seller pursuant to this Agreement or at the Assignment Agreement; Closing; (ii) Any servicing act the failure of Seller to perform or omission of observe fully any prior servicer relating covenant, agreement or provision required to any Mortgage Loan and any act be performed or omission of any party related observed by it pursuant to the origination of any Mortgage Loan; this Agreement; (iii) Any act, error all Excluded Liabilities; or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise any claims of third parties claiming compensation, commissions or expenses for services as a broker or finder based upon obligations incurred by Seller or any of its officers, employees or representatives. (b) In the event that any Buyer Indemnified Party is made a defendant in or party to any action, suit, proceeding or claim, judicial or administrative, instituted by any third party for Damages (any such third party action, suit, proceeding or claim being referred to as a “Claim”), the Buyer Indemnified Party (referred to in this clause (c) as the “notifying party”) shall give notice thereof as soon as practicable and in any event within thirty (30) days after the Buyer Indemnified Party receives notice thereof. The failure to give such notice shall not affect whether an indemnifying party is liable for reimbursement hereunder unless such failure has resulted in the loss of material substantive rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from indemnifying party’s ability to defend such Claim or is otherwise materially prejudicial. The indemnifying party may contest and defend such Claim so long as the Agency or indemnifying party: (i) has a reasonable basis for concluding that such defense may be diligently conducted, (ii) diligently contests and defends such Claim, and (iii) acknowledges in a shortfall of funds writing that it is obligated to pay provide indemnification with respect to such Claim, subject to the Current Excess Servicing Spread; (v) Any breach by Seller limitations set forth herein. Notice of the Asset Purchase Agreement; and intention to so contest and defend shall be given by the indemnifying party to the notifying party within twenty (vi20) Litigationdays after the notifying party’s notice of such Claim. Such contest and defense shall be conducted by reputable attorneys employed by the indemnifying party and approved by the indemnified party (which approval will not be unreasonably conditioned, proceedingsdelayed or withheld). The notifying party shall be entitled, governmental investigationsat its own cost and expense (which expense shall not constitute Damages unless the notifying party reasonably determines that the indemnifying party is not adequately representing or, ordersbecause of a conflict of interest, injunctions or decrees resulting from any may not adequately represent, the interests of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written indemnified parties, and has provided the indemnifying party with notice of such determination, and only to the assertion extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the notifying party elects to participate in such defense, the notifying party will cooperate with the indemnifying party in the conduct of such defense. Neither the notifying party nor the indemnifying party may concede, settle or compromise any litigationClaim without the consent of the other party, proceedingswhich consent will not be unreasonably withheld, governmental investigationsdelayed or conditioned in light of all factors of importance to such party. Notwithstanding the foregoing, orders, injunctions, decrees or any third if the indemnifying party claims fails to acknowledge in writing its obligation to provide indemnification in respect of such Claim (subject to indemnification under this Agreement (eachthe limitations set forth herein), a “Third Party Claim”). Upon receipt of to assume the defense thereof with counsel reasonably satisfactory to the notifying party or to diligently contest and defend such notice of a Third Party Claim, Seller then the notifying party alone shall be entitled to contest, defend and settle such Claim in the first instance (in which case, all expenses incurred in connection therewith shall constitute Damages) and, only if the notifying party chooses not to contest, defend or settle such Claim, the indemnifying party shall then have the right to assume the defense of contest and defend (but not settle) such Third Party Claim using counsel of its choice reasonably satisfactory Claim. (c) Notwithstanding anything herein to the applicable Purchaser Indemniteecontrary, but may not enter into any settlement without (i) except in the prior written consent case of a Fraudulent Breach or the applicable Purchaser Indemniteebreach or inaccuracy of a Fundamental Representation, which from and after the Closing Date, Seller shall not be unreasonably withheld. A Purchaser Indemnitee shall have obligated to indemnify the right Buyer Indemnified Parties pursuant to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to this Section 10.2 for any indemnification claim that is made after the entry of a judgment or enter into any settlement General Expiration Date, provided however, with respect to Claims, Actions or claims for Damages made prior to the Third Party Claim without General Expiration Date, but not resolved by the prior written consent General Expiration Date, the obligations of SellerSeller to indemnify the Buyer Indemnified Parties pursuant to this Section 10.2 for any such indemnification claims shall survive until resolution of such claims, which consent and (ii) in the case of a Fraudulent Breach or the breach or inaccuracy of a Fundamental Representation, from and after the Closing Date, Seller shall not be unreasonably withheld. Any exercise obligated to indemnify the Buyer Indemnified Parties pursuant to this Section 10.2 for any indemnification claim that is made after the Applicable Extended Expiration Date with respect to a Fraudulent Breach or the breach or inaccuracy of a Fundamental Representation, provided however, with respect to Claims, Actions or claims for Damages made prior to the Applicable Extended Expiration Date with respect to a Fraudulent Breach or the breach or inaccuracy of a Fundamental Representation, but not resolved by the Applicable Extended Expiration Date, the obligations of Seller to indemnify the Buyer Indemnified Parties pursuant to this Section 10.2 for any such indemnification claims shall survive until resolution of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountclaims.

Indemnification by Seller. (a) Seller shall indemnify, defend hold harmless and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (indemnify the “Purchaser Indemnitees”) harmless Indemnitees from and against, and shall compensate and reimburse each of the applicable Purchaser Indemnitee for Indemnitees for, any Losses Damages that are suffered or incurred by any of the Purchaser Indemnitee after Indemnitees or to which any of the Closing Date which Purchaser Indemnitees may otherwise become subject at any time to the extent such Damages arise from or result fromfrom any Proceeding commenced or threatened to be commenced by any Third Person (a “Third Person Claim”) arising from any of the following: (i) Any any material breach Breach by Seller of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement or the Assignment material Breach by Seller of any covenant, condition, agreement, or obligation of Seller contained in this Agreement or any certificates, notices or other documents delivered pursuant to this Agreement; (ii) Any servicing act any product liability claims or omission claims of infringement or misappropriation of any prior servicer relating to any Mortgage Loan and any act or omission intellectual property rights of any party related Third Persons with respect to Products arising out of Purchaser’s purchase of the origination of any Mortgage LoanPurchased Receivables or other transactions contemplated by this Agreement; (iii) Any actthe negligence, error recklessness, or omission intentional wrongful acts or omissions related to this Agreement of Seller in servicing or its Affiliates or any of the Mortgage Loanstheir respective directors, including improper action employees or failure to act when required to do soagents; (iv) Any exercise any Proceeding initiated against Purchaser by a Third Person based on a material Breach by Seller of any rights of setoff the Material Licenses or other netting arrangements by the Agency against material agreements between Seller that results in a decrease in Servicing Agreements termination payments due and Third Persons relating to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadProducts; (v) Any breach by any Seller Event of the Asset Purchase Agreement; andDefault; (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described assignment by Seller as provided in Section 11.01(a)(i8.3(b)(iii); or (vii) – (v) above; 01. any Proceeding initiated against Purchaser shall notify Seller promptly after receiving written notice of the assertion by a Third Person based on Seller’s Breach or alleged Breach of any litigationrepresentation, proceedingswarranty, governmental investigationscovenant, orderscondition, injunctions, decrees agreement or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification obligation under this Agreement, the applicable Purchaser Indemnitee shall be required Xxxx of Sale or any certificates, notices or financing statements delivered pursuant to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account this Agreement or the Current Spread Reserve AccountXxxx of Sale or any matter of a type referred to in subsections (i) through (vi).

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the any Trade Confirmation or Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the an Applicable Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the that Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase AgreementMSRs; and (viv) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v10.01-(iv) above;; provided, however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such Losses as reasonably requested by Seller, which such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 10.01 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Purchaser Indemnitee pursuant to any attempt to mitigate any such Losses shall be reimbursed by Seller as part of its indemnification obligations in this Section 10.01. 01. (b) Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee; provided, which shall not be unreasonably withheldhowever, that Seller may enter into a settlement without the prior consent of the Purchaser Indemnitee if Seller secures a full and unconditional release from any liability for the Third Party Claim in favor of the Purchaser Indemnitee. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself participate in its defense at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheldexpense. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 10.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account. (c) Notwithstanding anything in Section 10.01(a) above, in the event that counsel or independent accountants for Purchaser determine that there exists a material risk that any amounts due to Purchaser under ARTICLE X hereof would be treated as Non-qualifying Income upon the payment of such amounts to Purchaser, the amount paid to Purchaser pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to Purchaser in such year without causing Purchaser to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Non-qualifying Income as determined by such counsel or independent accountants. If the amount payable for any tax year under the preceding sentence is less than the amount which Seller would otherwise be obligated to pay to Purchaser pursuant to ARTICLE X of this Agreement (the “Expense Amount”), then: (1) Seller shall place the Expense Amount into an escrow account (the “Expense Escrow Account”) using an escrow agent and agreement reasonably acceptable to Purchaser and shall not release any portion thereof to Purchaser, and Purchaser shall not be entitled to any such amount, unless and until Purchaser delivers to Seller, at the sole option of Purchaser, (i) an opinion (an “Expense Amount Tax Opinion”) of Purchaser’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Non-qualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from Purchaser’s independent accountants indicating the maximum amount that can be paid at that time to Purchaser without causing Purchaser to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to Purchaser indicating that the receipt of any Expense Amount hereunder will not cause Purchaser to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”).

Indemnification by Seller. (a) The Seller shall indemnify, defend and hold Purchaser, its affiliates indemnify the Purchaser and its and their respective directors, managers, officers, employees, agents, representatives employees and advisors agents (the “Purchaser IndemniteesIndemnified Parties”) and hold them harmless from against any and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Sellerall claims, or non-fulfillment of any covenant or obligation of Sellerlosses, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any actother costs, error or omission of Seller in servicing fees and expenses that any of them may sustain by reason of (A) the Mortgage LoansSeller’s willful misfeasance, including improper action bad faith or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by negligence in the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel performance of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification duties under this Agreement, any Servicing Agreement or any Guide, (B) the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s reckless disregard of its obligations for Purchaser Indemnitees shall not be limited or duties under this Agreement, any Servicing Agreement or any Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, any Servicing Agreement or any Guide, (D) Seller's breach of a representation, warranty or covenant under, or Seller's failure to funds available comply with any obligation under, any agreement or obligation secured by a Purchaser's right, title or interest in the Third Party Controlled Current Primary Portfolio Excess Spread, the Secondary Portfolio Excess Spread or any other rights or interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Primary Portfolio Excess Spread, all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Primary Portfolio Excess Spread or any Secondary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account and the Secondary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Primary Portfolio Excess Spread or the Current Spread Reserve AccountSecondary Portfolio Excess Spread; (iv) all rights to reimbursement of Primary Portfolio Excess Spreads, Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Agreements and Guides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all "general intangibles", "accounts", "chattel paper", "securities accounts", "investment property", "deposit accounts" and "money" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller's rights, title and interest in and under the Primary Portfolio Excess Spreads and Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for the obligations of the Seller under this Section 8.03.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Agreement Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency any Owner against Seller that results in a decrease in Servicing Agreements Agreement termination payments due to Seller with respect to the Mortgage Loans from the Agency such Owner or in a shortfall of funds to pay the Current Future Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (viv) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v11.01(a)(i)-(iv) above; 01; provided, however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Seller, which such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 11.01(a) but may affect the amount of such obligation; and further provided, that any Losses incurred by the Purchaser Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Seller as part of its indemnification obligations in this Section 11.01(a). Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 11.01(a) or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Future Spread Custodial Account or the Current Future Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency any Owner against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency such Owner or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Residential Servicing Business Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) VSD shall defend, indemnify and hold harmless Purchaser, its respective members, the Affiliates of each, and its and their respective officers, directors, employees and agents (“Purchaser Indemnified Parties”) from and against (i) any Losses (other than Tax Losses), to the extent arising out of or in connection with (A) the negligence, fraud or willful misconduct of Sellers, their Affiliates or their subcontractors or (B) any breach by Sellers of any of their representations, warranties or covenants in this Agreement or the other Transaction Documents and (ii) any Losses (other than Tax Losses) from third party claims or demands arising under or relating to any Seller’s performance or nonperformance under this Agreement; provided, however, in no event will any Seller shall be responsible for any such Losses to the extent caused by Purchaser’s gross negligence or willful misconduct. (b) From and after the applicable Purchase Date, VSD will indemnify, defend and hold Purchaserharmless Purchaser Indemnified Parties from any claims or liens (other than Permitted Liens) brought or filed in connection with the Projects that were purchased from the Sellers. VSD will discharge any such claim or lien within thirty (30) days after becoming aware of such claim or lien. Failure to so discharge shall entitle the Purchaser to pay such claim or lien and seek reimbursement from VSD for such discharged claim or lien, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (or to set off the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered amounts owed to VSD hereunder or incurred by any Purchaser Indemnitee after the Closing Date which result from:***. (ic) Any material If as a result of the breach or inaccuracy of a any representation or warranty by Seller, set forth herein or non-fulfillment the breach of any covenant or obligation of Sellerherein any Purchaser Indemnified Party for U.S. federal income tax purposes shall lose the benefit of, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall not have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemniteeclaim, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemniteeshall suffer a disallowance or deferral of, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of suffer a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Sellerdelay in claiming, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate recapture or shall not claim (as the result of a Final Determination or a written opinion of independent counsel selected by Purchaser and reasonably acceptable to a Seller that there is not at least a “more likely than not” position for such claim) all or any portion of the Tax Credits (a “Tax Credit Loss”) or cost recovery (depreciation) deductions (a “Deduction Loss” and, together with a Tax Credit Loss, a “Tax Loss”) assumed in good faith with Seller the Base Case Model, then VSD shall pay to ensure Purchaser the proper and adequate defense amount determined pursuant to Section 4.3(d) hereof. (1) If a Tax Loss as defined in Section 4.3(c) hereof shall occur, then VSD shall pay to Purchaser (i) in the case of a Tax Credit Loss, the amount, if any, of the Tax Credit lost, disallowed or recaptured reduced by any Tax Savings arising as a result of the Tax Credit Loss, (ii) in the case of a Deduction Loss, the amount, if any, by which the sum of the present values as of the date of the indemnity payment of the additional U.S. federal income taxes payable by each Purchaser Indemnified Party as a result of such Third-Party ClaimDeduction Loss (computed using a discount rate of 15%) exceeds any Tax Savings arising as a result of the Deduction Loss, (iii) the amount of any U.S. federal interest, penalties, fines or additions to tax payable by each Purchaser Indemnified Party, and (iv) the net amount of any additional U.S. federal income Taxes payable by each Purchaser Indemnified Party, if any, as the result of (A) the inclusion of any payment made pursuant to this Section 4.3(d) in taxable income or (B) the increase in any Tax Loss as a result of any payment made pursuant to this Section 4.3. For As used herein, “Tax Savings” shall mean the avoidance sum of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available the present values as of the date of the indemnity payment of the reductions in the Third U.S. federal income taxes payable by each Purchaser Indemnified Party Controlled Current Spread Custodial Account as a result of the Tax Credit Loss or Deduction Loss, as the Current Spread Reserve Accountcase may be (computed using a discount rate of 15%). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency MSR Successor Proceeds or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase and Sale Agreement; (vi) Any payments made pursuant to clause first of Section 3.04(a) hereof; (vii) Any amounts paid to Xxxxxx Mae from the Agency Reserve Account; (viii) Seller not maintaining a “Secured Party” under the GNMA Acknowledgment Agreement or any breach of the GNMA Acknowledgment Agreement by the “Secured Party” thereunder; and (viix) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (vviii) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Distribution Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the limitations set forth in Section 13.3, from and after the Closing, Seller shall and the Selling Members, jointly and severally, agree to indemnify, defend and hold harmless each of the Purchaser, its affiliates Parent and its and any of their respective directors, managersmembers, officers, directors, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered affiliates, successors or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement assigns (each, a “Third "Purchaser Party") from any loss, damage or expense (including reasonable attorneys' fees) which a Purchaser Party Claim”)may incur, suffer or become liable for as a result of or in connection with (a) the breach of any representation or warranty of Seller or the Selling Members contained in this Agreement; (b) the breach of any agreement of Seller or the Selling Members contained in this Agreement; or (c) any assertion against a Purchaser Party of any claim or Liability relating to an Excluded Liability including, without limitation, the assertion against a Purchaser Party by any Person or Governmental Body of any obligation or Liability relating to the operation of the Purchased Assets or the conduct of the business of the Selling Members prior to the Effective Date including, without limitation, tax claims or liabilities. Upon receipt Purchaser, acting on behalf of a Purchaser Party, shall give Seller and the Selling Members prompt written notice of any claim, suit or demand which Purchaser believes will give rise to indemnification by Seller or the Selling Members under this section; provided, however, that, the failure to give such notice shall not affect the obligations of Seller or the Selling Members hereunder, unless such failure adversely affects any rights, remedies or privileges that would have been available to Seller or a Third Selling Member. Except as hereinafter provided and except where a conflict of interest between Seller and/or the Selling Members and the Purchaser Party Claimsuggests separate counsel is appropriate, Seller and/or the Selling Members shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Purchaser Party at Seller's and/or the Selling Members' expense and with outside counsel of Seller's and/or the Selling Members' own choosing. Each Purchaser Party shall, at Seller's and/or the Selling Members' expense, cooperate reasonably in the defense of any such claim, suit or demand. If Seller and/or the Selling Members, within reasonable time after notice of a claim, fails to defend a Purchaser Party, the Purchaser Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Seller and/or the Selling Members subject to the right of Seller and/or the Selling Members to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory claim at any time prior to the applicable settlement, compromise or final determination thereof if the only issues remaining therein involve Liability for, or the amount of, money damages to be assessed against the Purchaser IndemniteeParty, but may not enter into any settlement provided neither Seller nor the Selling Members will, without the prior Purchaser Party's written consent of the applicable Purchaser Indemniteeconsent, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not settle or compromise any claim or consent to the any entry of a judgment which does not include as an unconditional term thereof the giving by the claimant or enter into any settlement with respect the plaintiff to the Third Purchaser Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise a release from all Liability in respect of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountclaim.

Indemnification by Seller. (a) Seller shall indemnify, defend indemnify and hold Purchaser, its affiliates and its harmless Purchaser and their respective directorsmembers, managers, officers, employees, agentsand other agents (collectively, representatives and advisors (the “Purchaser Indemnitees”) harmless in respect of any and all damages (including diminution in value), losses, Liabilities, payments, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors and of expert witnesses and costs of investigation and preparation not related to or arising from and shall reimburse the applicable Purchaser Indemnitee for Assumed Liabilities) of any Losses suffered kind or nature whatsoever (collectively, “Damages”) asserted against or incurred by any Purchaser Indemnitee after as a result of, in connection with or arising out of: (a) Any breach or nonperformance (partial or total) of or inaccuracy in any representation, warranty, covenant or agreement of Seller or 1245 Properties contained herein, in the Seller Disclosure Schedule or in any Ancillary Agreement; (b) 100% of the amount of any Gift Cards issued by Seller prior to the Closing Date and presented to Purchaser for redemption during the Gift Card Liability Period; (c) The Retained Liabilities; (d) Any Liability or obligation (other than the Assumed Liabilities) resulting from, arising out of or in connection with the Business as conducted or the ownership or the operation of the Acquired Assets on or prior to the Closing Date; (e) Any losses or costs of defending against any claims which result from:may be made against any Purchaser Indemnitee by any Person claiming violations by Seller of any local, state or federal laws relating to the employment by Seller of any employee of Seller including, but not limited to, wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding of Taxes of any kind or nature (except to the extent that Purchaser has assumed a Tax obligation pursuant to Section 6.1(e)), where such claims arise out of events, facts or circumstances occurring prior to the Closing Date; (f) Any Liabilities that may arise from or relate to any obligations of Seller to be responsible under the Real Property Leases on or prior to the Closing Date; (g) Any actual or threatened violation of or non-compliance with, or remedial obligation arising under, any Environmental, Health and Safety Law arising from any event, circumstance, activity, practice, incident, or action occurring prior to the Closing Date and relating in any way to the Acquired Assets or the Business; (h) The failure to comply with any Bulk Sales Law in connection the transactions contemplated by this Agreement; (i) Any material breach of legal action or proceeding threatened or commenced by a representation Person owning or warranty holding (directly or indirectly) a membership or other ownership interest in Seller relating to the transactions contemplated by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement;; or (iij) Any servicing act Liabilities that may arise from or omission of any prior servicer relating relate to any Mortgage Loan and any act Seller’s or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or Seller’s ERISA Affiliate’s failure to act when required maintain a Health Plan after the Closing Date and provide continuation health coverage pursuant to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations COBRA for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountall M&A Qualified Beneficiaries.

Indemnification by Seller. (a) Subject to Section 12.01, the Seller shall indemnify, defend indemnify against and hold Purchaserharmless Buyer, its affiliates Affiliates, and its each of their successors and permitted assigns, and their respective directors, managersemployees, officers, employeesdirectors and representatives (collectively, agents, representatives and advisors (the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from, and will promptly defend any Buyer Indemnified Party from and shall reimburse the applicable Purchaser Indemnitee for any Buyer Indemnified Party for, any and all Losses suffered which such Buyer Indemnified Party may at any time suffer or incurred by any Purchaser Indemnitee after the Closing Date which incur, or become subject to, as a result fromof or in connection with: (i) Any material The Seller’s breach of, any of a representation the representations or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, warranties contained in this Agreement or the Assignment Agreement(each such breach, a “Seller Warranty Breach”); (ii) Any servicing act any breach or omission nonfulfillment of any prior servicer relating to any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any covenant of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise Seller under the terms of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase this Agreement; and (viiii) Litigationthe Excluded Liabilities and the Excluded Assets, proceedings, governmental investigations, orders, injunctions or decrees resulting from including any of the items described in liability under any tolling agreement entered into pursuant to Section 11.01(a)(i7.01(b). (b) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of Notwithstanding any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory other provision to the applicable Purchaser Indemniteecontrary, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which Seller shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right required to select separate counsel indemnify and hold harmless any Buyer Indemnified Party pursuant to otherwise separately defend itself at its own expense but shall not consent to the entry of Section 12.03(a): (i) unless such Buyer Indemnified Party has asserted a judgment or enter into any settlement claim with respect to such matters within the Third Party Claim without applicable survival period set forth in Section 12.01 and (ii) only for the prior written consent aggregate amount of SellerBuyer Indemnified Parties’ Losses resulting from Seller Warranty Breaches in excess of the Deductible; provided, which consent that the cumulative indemnification obligation of Seller for Seller Warranty Breaches shall not be unreasonably withheld. Any exercise in no event exceed the Cap; provided further, that neither the Deductible nor the Cap shall apply in the case of such rights by a Purchaser Indemnitee shall not relieve any indemnification under clauses (ii) and (iii) of Section 12.03(a); provided further, that in the case of any indemnification under clauses (ii) and (iii) of Section 12.03(a) that the cumulative indemnification obligation of the Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, 12.03(b) shall in no event exceed the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure Purchase Price received by the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend indemnify and hold Purchaserharmless Juice Plus+, its affiliates Master Distributors, and its and Affiliates, as well as each of their respective officers, directors, managers, officers, employeesshareholders, agents, representatives and advisors employees, from and against all loss, liability, damages, claims for damages, settlements, judgments or executions, including costs, expenses (including, without limitation, commissions paid and payable) and reasonable attorneys’ fees and costs (collectively, “Losses”) incurred by Juice Plus+ and/or such persons or entities as a result of any Third Party demands, actions, suits, prosecutions or other such claims arising on and after the Effective Date (“Juice Plus+ Claims”) based on: (i) any injury to or death of any person, or damage to property caused in any way by or resulting from an alleged breach of Seller’s representations and warranties contained herein; (ii) any claims that a Product or its method of manufacture infringes any patent, copyright, trade xxxx right, trade secret, mask work right or other proprietary right of any Third Party, unless such claim is attributable to Seller’s incorporation of the Standards, formulations, specifications or materials provided by Juice Plus+ for the Products; (iii) Seller’s inability or failure to maintain the quality control levels specified pursuant to this Agreement or (iv) any recall of Products provided by Seller under this Agreement is ordered by a court of competent jurisdiction or governmental agency due to Seller’s failure to comply with this Agreement. In addition, notwithstanding any other provision to the contrary herein, during any period of time in which Seller is unable or fails to Produce the Products in sufficient volume as required by this Agreement, Juice Plus+ may, in addition to any other rights it has pursuant to the terms of this Agreement, have sufficient Products manufactured and delivered by a Third Party manufacturer (the “Purchaser IndemniteesReplacement Products”) in accordance with the same Standards to the extent required to fulfill Juice Plus+’s requirements for the Products that Seller is unable or fails to produce and deliver, and Seller shall indemnify and hold harmless from Juice Plus+ and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered its Affiliates against all costs or expenses incurred by any Purchaser Indemnitee after the Closing Date which Juice Plus+ and/or its Affiliates as a result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller’s inability or failure to Produce Products in sufficient volume as required by this Agreement, contained including, but not limited to, the extent to which the purchase prices paid by Juice Plus+ and/or its Affiliates for Replacement Products exceeds the price Seller would be paid for the same Products pursuant to this Agreement (the “Product Replacement Costs”). Notwithstanding the above, Seller shall not be required to indemnify or hold harmless Juice Plus+ or its Affiliates in the event Seller’s inability or failure to Produce Products in sufficient volume is due to any failure to perform by any Approved Contractor which is mandated by Juice Plus+. In addition to any rights now or hereafter granted pursuant to this Agreement or the Assignment Agreement; (ii) Any servicing act or omission under applicable Law and not by way of limitation of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any actsuch rights, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller Juice Plus+ shall have the right right, at any time or from time to assume time upon the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to occurrence and during the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry continuance of a judgment Juice Plus+ Claim or enter into any settlement other event for which Seller has an obligation to indemnify Juice Plus+ that has not been satisfied by Seller to, with respect ten (10) days prior notice to the Third Party Claim without the prior written consent of Seller, which consent shall set off and apply against all payments due from Juice Plus+ to Seller the amount of all Losses and/or Product Replacement Costs Seller is obligated to indemnify Juice Plus+ for and that Seller has not be unreasonably withheld. Any exercise of satisfied such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect obligation to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountJuice Plus+.

Indemnification by Seller. (a) VSD shall defend, indemnify and hold harmless Purchaser, its respective members, the Affiliates of each, and its and their respective officers, directors, employees and agents (“Purchaser Indemnified Parties”) from and against (i) any Losses (other than Tax Losses), to the extent arising out of or in connection with (A) the negligence, fraud or willful misconduct of Sellers, their Affiliates or their subcontractors or (B) any breach by Sellers of any of their representations, warranties or covenants in this Agreement or the other Transaction Documents and (ii) any Losses (other than Tax Losses) from third party claims or demands arising under or relating to any Seller’s performance or nonperformance under this Agreement; provided, however, in no event will any Seller shall be responsible for any such Losses to the extent caused by Purchaser’s gross negligence or willful misconduct. (b) From and after the applicable Purchase Date, VSD will indemnify, defend and hold Purchaserharmless Purchaser Indemnified Parties from any claims or liens (other than Permitted Liens) brought or filed in connection with the Projects that were purchased from the Sellers. VSD will discharge any such claim or lien within thirty (30) days after becoming aware of such claim or lien. Failure to so discharge shall entitle the Purchaser to pay such claim or lien and seek reimbursement from VSD for such discharged claim or lien, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (or to set off the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered amounts owed to VSD hereunder or incurred by any Purchaser Indemnitee after the Closing Date which result from:***. (ic) Any material If as a result of the breach or inaccuracy of a any representation or warranty by Seller, set forth herein or non-fulfillment the breach of any covenant or obligation of Sellerherein any Purchaser Indemnified Party for U.S. federal income tax purposes shall lose the benefit of, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall not have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemniteeclaim, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemniteeshall suffer a disallowance or deferral of, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of suffer a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Sellerdelay in claiming, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees recapture or shall not be limited claim (as the result of a Final Determination or a written opinion of independent counsel selected by Purchaser and reasonably acceptable to funds available a Seller that there is not at least a “more likely than not” position for such claim) all or any portion of the Tax Credits (a “Tax Credit Loss”) or cost recovery (depreciation) deductions (a “Deduction Loss” and, together with a Tax Credit Loss, a “Tax Loss”) assumed in the Third Party Controlled Current Spread Custodial Account or Base Case Model, then VSD shall pay to Purchaser the Current Spread Reserve Accountamount determined pursuant to Section 4.3(d) hereof. (1) If a Tax Loss as defined in Section 4.3(c) hereof shall occur, then VSD shall pay to Purchaser (i) in the case of a Tax Credit Loss, the amount, if any, of the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Indemnification by Seller. (a) The Seller shall indemnify, defend and hold Purchaser, its affiliates indemnify the Purchaser and its and their respective directors, managers, officers, employees, agents, representatives employees and advisors agents (the “Purchaser IndemniteesIndemnified Parties”) and hold them harmless from against any and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Sellerall claims, or non-fulfillment of any covenant or obligation of Sellerlosses, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any actother costs, error or omission of Seller in servicing fees and expenses that any of them may sustain by reason of (A) the Mortgage LoansSeller’s willful misfeasance, including improper action bad faith or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by negligence in the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel performance of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification duties under this Agreement, any Servicing Agreement or any Guide, (B) the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s reckless disregard of its obligations for Purchaser Indemnitees shall not be limited or duties under this Agreement, any Servicing Agreement or any Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, any Servicing Agreement or any Guide, (D) Seller’s breach of a representation, warranty or covenant under, or Seller’s failure to funds available comply with any obligation under, any agreement or obligation secured by a Purchaser’s right, title or interest in the Third Party Controlled Current Primary Portfolio Excess Spread, the Secondary Portfolio Excess Spread or any other rights or interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Primary Portfolio Excess Spread, all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Primary Portfolio Excess Spread or any Secondary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account and the Secondary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Primary Portfolio Excess Spread or the Current Spread Reserve AccountSecondary Portfolio Excess Spread; (iv) all rights to reimbursement of Primary Portfolio Excess Spreads, Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Agreements and Guides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Primary Portfolio Excess Spreads and Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for the obligations of the Seller under this Section 8.03.

Indemnification by Seller. (a) Seller hereby agrees that from and after the Closing it shall indemnify, defend and hold Purchaserharmless Buyer, its affiliates and its Affiliates, and their respective directors, managers, officers, employeesshareholders, partners, members, attorneys, accountants, agents, representatives and advisors employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Purchaser IndemniteesBuyer Indemnified Parties” and, together with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from (i) subject to Section 7.2(b), any breach of any representation or warranty made by Seller contained in this Agreement for the period such representation or warranty survives, (ii) any breach of any covenant or agreement of Seller contained in this Agreement and (iii) any Excluded Asset or Excluded Liability. (b) Seller shall reimburse not be liable to the applicable Purchaser Indemnitee Buyer Indemnified Parties for any Losses suffered or incurred by any Purchaser Indemnitee after with respect to the Closing Date which result from:matters contained in Section 7.2(a)(i): (i) Any material breach until any such Losses in respect of a representation or warranty by Sellerthe Group 1 Business exceed an aggregate amount equal to the Group 1 Threshold Amount, or non-fulfillment and then for all such Losses in excess of any covenant or obligation of Seller$42,000,000, contained in this Agreement or up to an aggregate amount not to exceed the Assignment Agreement;Group 1 Cap Amount; provided, however, that the limitations herein regarding the Group 1 Threshold Amount shall not apply to the Class 1 Representations and Warranties; and (ii) Any servicing act or omission until any such Losses in respect of any prior servicer relating to any Mortgage Loan and any act or omission of any party related the Group 2 Business exceed an aggregate amount equal to the origination Group 2 Threshold Amount, and then for all such Losses in excess of any Mortgage Loan;$38,000,000, up to an aggregate amount not to exceed the Group 2 Cap Amount; provided, however, that the limitations herein regarding the Group 2 Threshold Amount shall not apply to the Class 1 Representations and Warranties. (iiic) Any actSubject to Section 7.8, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure Buyer Indemnified Parties shall be entitled to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by receive payment only from the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller Escrow Account with respect to any Liability of Seller for any Losses under Section 7.2(a) and, with respect to each Specified Business, only up to an aggregate amount not to exceed the Mortgage Loans from Cap Amount applicable to such Specified Business. Notwithstanding anything to the Agency or contrary in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase this Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall not be liable for any Losses that (i) are reflected in the Closing Net Liabilities Amount used in calculating the Final Adjustment Amount to the extent and only to the extent so reflected or (ii) have been actually discharged (or the right to assume the defense of such Third Party Claim using counsel functional equivalent thereof in terms of its choice reasonably satisfactory effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the applicable Purchaser IndemniteeDischarge (or, but may not enter into any settlement without as applicable, the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent MCE Discharge or an Additional Discharge) to the entry of a judgment or enter into any settlement with respect extent and only to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of extent so discharged (or such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountfunctional equivalent).

Indemnification by Seller. (a) Subject to the limitations set forth in this Article 7, from and after the Closing, Seller shall indemnify, defend and hold hereby agrees to indemnify Purchaser, its affiliates Affiliates, their respective officers, directors and its employees and their respective directorssuccessors and assigns (collectively, managers, officers, employees, agents, representatives and advisors (the “Purchaser IndemniteesIndemnified Persons”) against, and to hold each of them harmless from from, any and shall reimburse all damages, losses, costs, expenses, fines, penalties and interest ((x) including reasonable and documented out-of-pocket expenses of investigation and reasonable and documented out-of-pocket attorneys’ fees and expenses in connection with any Direct Claim or Third-Party Claim, but (y) excluding (i) punitive, exemplary or speculative damages and (ii) special, indirect or consequential damages, except, in the applicable case of this clause (ii), to the extent such damages were as of the date of this Agreement the reasonably foreseeable consequence of the relevant breach (other than, in the case of this clause (y), any such damages actually paid to a third party in respect of a Third-Party Claim), and (z) including damages arising out of or relating to actual and intentional fraud or Willful Breach) (collectively, “Damages”) to the extent actually suffered by the Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result fromIndemnified Persons and arising out of: (i) Any material any misrepresentation or breach of a representation or warranty made by Seller, or non-fulfillment of any covenant or obligation of Seller, contained Seller in this Agreement or the Assignment Agreement(“Seller Warranty Breaches”); (ii) Any servicing act any breach of covenant or omission of any prior servicer relating agreement made or to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan;be performed by Seller in this Agreement; or (iii) Any actany Excluded Liability. (b) With respect to indemnification by Seller for Seller Warranty Breaches, error or omission other than Seller Warranty Breaches in respect of Seller in servicing Fundamental Representations or Tax Representations or the Extended Representations or as a result of actual and intentional fraud or Willful Breach, (i) Seller shall not be liable for any of such individual Seller Warranty Breach unless the Mortgage LoansDamages with respect thereto exceed $20,000 (the “De Minimis Amount”, including improper action or failure to act when required to do so; and any such Seller Warranty Breach, a “Qualifying Seller Warranty Breach”), (ivii) Any exercise of Seller shall not be liable for any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller Damages with respect to any Qualifying Seller Warranty Breaches unless and until the Mortgage Loans aggregate amount of Damages with respect to all Qualifying Seller Warranty Breaches exceeds one percent (1%) of the Purchase Price, as adjusted hereunder (the “Threshold”), in which case Seller shall be liable for all Damages with respect to all Qualifying Seller Warranty Breaches from the Agency or in a shortfall first dollar, and (iii) Seller’s maximum liability for all Qualifying Seller Warranty Breaches shall not exceed fifteen percent (15%) of funds to pay the Current Excess Servicing Spread;Purchase Price, as adjusted hereunder (the “Cap”). (vc) Any breach With respect to indemnification by Seller for all Seller Warranty Breaches, including Seller Warranty Breaches in respect of Seller Fundamental Representations, Tax Representations and Extended Representations, but excluding any Seller Warranty Breaches arising from actual and intentional fraud or Willful Breach, Seller’s maximum aggregate liability shall be limited to the Asset Purchase Agreement; andPrice, as adjusted hereunder (the “Aggregate Cap”). (vid) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject With respect to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt by Seller for any Seller Warranty Breach in respect of such notice of a Third Party ClaimTax Representations, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right liable for any Damages resulting from or relating to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement Tax with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such ThirdPost-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountClosing Tax Period.

Indemnification by Seller. (a) Seller shall indemnify, defend save and hold Purchaserharmless, Buyer, its affiliates and its Affiliates, and their respective directorsRepresentatives from and against any and all Losses, managerscosts, officerslosses, employeesliabilities (including liabilities arising under principles of strict or joint and several liability), agentsdamages, representatives lawsuits, deficiencies, claims and advisors expenses (whether or not arising out of Third Party Claims), including interest, penalties, additions, travel expenses, wages allocable to loss of employee time, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the “Purchaser IndemniteesDamages”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered ), incurred in connection with or incurred by any Purchaser Indemnitee after the Closing Date which result arising out of or resulting from: (ia) Any any breach or inaccuracy in any of the representations or warranties of Seller contained in this Agreement, any Closing Document to which Seller is a party or any certificate delivered by or on behalf of Seller pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any qualification for “materiality,” “in all material respects” or similar qualification); (b) any breach of a representation or warranty by Seller, or non-fulfillment violation of any covenant covenant, agreement or other obligation of Seller, contained Seller set forth in this Agreement or the Assignment Agreementany Closing Document to which Seller is a party; (iic) Any servicing act if the Closing has occurred, any failure by Seller to pay, perform or omission of discharge any prior servicer relating to any Mortgage Loan Retained Liabilities as and any act or omission of any party related to the origination of any Mortgage Loanwhen due; (iiid) Any actif the Closing has occurred, error any failure by Seller to pay, perform or omission of Seller in servicing discharge any of the Mortgage Loans, including improper action or failure to act Retained Liability as and when required to do sodue; (ive) Any exercise if the Closing has occurred, any liability, obligation or commitment of Seller of any rights of setoff nature (absolute, accrued, contingent or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect otherwise) relating to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadColstrip 4 Interests and not assumed; (vf) Any breach Seller’s portion of any Transfer Taxes in accordance with Section 7.8(b); (g) any fraud, willful misconduct or gross negligence in connection with this Agreement by Seller of the Asset Purchase Agreementor its Affiliates; andor (vih) Litigationany claim by a third-party or liability to a third-party, proceedingsincluding a current or former Project User, governmental investigations, orders, injunctions or decrees resulting from any of to the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of extent it seeks to hold Buyer responsible for more than the assertion share of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate Losses provided for in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountSections 8.2 through 8.6 above.

Indemnification by Seller. (a) Seller shall indemnify, defend From and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date Date, Seller shall indemnify and hold harmless Buyer and its Affiliates, and each of their respective employees, directors, agents and representatives (collectively, the “Buyer Indemnified Parties”), on an after-tax basis, from and against any and all Loss and Litigation Expense, which result from: (i) Any material breach of a representation or warranty by Sellerthey, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loansthem, including improper action may suffer or failure to act when required to do so; (iv) Any exercise incur as a result of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting arising from any of the items described following: (a) any misrepresentation or breach of warranty of Seller, (b) the failure of Seller to perform any of its covenants or agreements contained in this Agreement, (c) the failure by Seller to satisfy any liability or obligation which is an Excluded Liability, (d) the failure of Seller or its Affiliates to pay any Transfer Taxes which Seller is required to pay pursuant to Section 11.01(a)(i6.5 or any other costs or expenses which are the responsibility of Seller, or (e) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion failure of any litigationof Seller’s personnel, proceedings, governmental investigations, orders, injunctions, decrees agents or any third consultants (including a party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser IndemniteeContracts set forth on Schedule 3.11 identified with an *) to hold in strict confidence, but may not enter into disclose to any settlement Person without the prior written consent of the applicable Purchaser IndemniteeBuyer, which or not use in any manner whatsoever, any Confidential Information; provided, however, that Seller shall not be unreasonably withheldrequired to indemnify and hold harmless the Buyer Indemnified Parties pursuant to Section 9.2(a) with respect to any Loss and Litigation Expense incurred by the Buyer Indemnified Parties until the amount of Loss and Litigation Expense suffered by the Buyer Indemnified Parties related to each individual Claim exceeds Twenty Thousand Dollars ($20,000) (the “Minimum Claim Amount”); provided, further, however, that the aggregate amount that Seller shall be required to indemnify and hold harmless the Buyer Indemnified Parties pursuant to Section 9.2(a) with respect to all Loss and Litigation Expense incurred by all Buyer Indemnified Parties shall not exceed twenty percent (20%) of the Consideration (the “Cap”); provided further, however, that the Cap shall not apply with respect to any Loss and Litigation Expense resulting from a breach of any Seller Fundamental Representation (other than 3.8.3) or from fraud or intentional misrepresentation of Seller and the Minimum Claim Amount shall not apply with respect to any Loss and Litigation Expense resulting from fraud or intentional misrepresentation of Seller. A Purchaser Indemnitee With respect to Seller’s indemnification obligation in clause (e) above, notwithstanding anything to the contrary in this Agreement, (i) Seller shall not be liable to Buyer if Buyer (x) requests Seller to bring an action against Seller’s personnel, agents or consultants to protect such Confidential Information or recover damages as contemplated by Section 6.4, and Buyer does not promptly pay all Litigation Expenses associated with such action (or provide other assurance reasonably acceptable to Seller that such payment will be made) or (y) does not request Seller to bring such action, and (ii) Seller’s liability shall not extend to any Litigation Expense incurred by Buyer that is associated with such action against Seller’s personnel, agents or consultants. In the event that amounts are owed to Buyer in connection with any Claims for Losses or Litigation Expenses properly noticed pursuant to Article IX of this Agreement, Buyer shall have the right (but not the obligation) to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to offset the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise amount of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, Claims against the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such ThirdPost-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available Closing Consideration (as defined in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountAlaway Agreement).

Indemnification by Seller. (a) Subject to the limitations set forth in Section 8.3, Seller shall indemnify, defend hereby agrees to indemnify and hold Purchaser, Buyer and its affiliates and its and their respective directorsemployees, officers, managers, officers, employees, agents, representatives members and advisors directors (the each a “Purchaser IndemniteesBuyer Indemnified Party”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) imposed upon or incurred by any Purchaser Indemnitee after Buyer Indemnified Party as a result of or in connection with any of the Closing Date which result fromfollowing: (i) Any material any breach of a representation or warranty made by Seller, or non-fulfillment of any covenant or obligation of Seller, contained Seller in this Agreement or in the Assignment Agreementcertificate delivered by Seller pursuant to Section 6.4(a)(ii) or any agreement or instrument executed in connection herewith or pursuant hereto; (ii) Any servicing act the breach of, or omission of default in the performance by Seller of, any prior servicer relating covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loaninstrument executed in connection herewith or pursuant hereto; (iii) Any act, error the Excluded Assets or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so;Retained Liabilities; or (iv) Any exercise of any rights of setoff responsibility for any offsite transportation, treatment, storage or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach disposal by Seller of Hazardous Materials produced on, at or from any the Asset Purchase Agreement; andAssets prior to the Closing Date. (vib) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any Within forty-five (45) days after receipt by a Buyer Indemnified Party of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion commencement of any litigation, proceedings, governmental investigations, orders, injunctions, decrees an Action or any third party claims subject other event giving rise to a claim by a Buyer Indemnified Party for indemnification under this Agreement Section 8.4 (each, a “Third Party Buyer Claim”). Upon receipt , the Party receiving such notice shall notify (the “Buyer Claim Notice”) Seller in writing of the commencement of such Action or the assertion of such Buyer Claim; provided, however, that failure to give such notice shall not relieve Seller of a Third Party Claim, its obligations hereunder unless and only to the extent that Seller is materially prejudiced thereby. Seller shall have the right option, and shall notify Buyer Indemnified Party in writing within ten (10) Business Days after its receipt of a Buyer Claim Notice of its election, either: (A) to assume participate (at the expense of Seller) in the defense of such Third Party Action or Buyer Claim using counsel (in which case the defense of its choice reasonably satisfactory such Action or Buyer Claim shall be controlled by Buyer Indemnified Party) or (B) to take charge of and control the applicable Purchaser Indemniteedefense of such Action or Buyer Claim (at the expense of Seller). If Seller elects to control the defense, but may it will not enter into any settlement without compromise or settle the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment Action or enter into any settlement with respect to the Third Party Buyer Claim without the prior written consent of Seller, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in Section 8.6. Any exercise of such rights by a Purchaser Indemnitee shall not relieve If Seller fails to notify Buyer Indemnified Party of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, election within the applicable Purchaser Indemnitee response period, then Seller shall be required deemed to cooperate in good faith with Seller have elected not to ensure control the proper and adequate defense of such Third-Party Action or Buyer Claim. For If Seller elects to control the avoidance defense of doubtany Action or Buyer Claim, Seller’s obligations for Purchaser Indemnitees Buyer Indemnified Party shall not be limited have the right to funds available employ separate counsel and participate in the Third defense of such Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of Buyer Indemnified Party. (c) Except as provided in Section 8.6, if Seller does not control the defense of any Action or Buyer Claim, then Buyer Indemnified Party Controlled Current Spread Custodial Account may settle such Action or Buyer Claim only with the Current Spread Reserve Accountprior written consent of Seller (not to be unreasonably withheld, conditioned or delayed).

Indemnification by Seller. If the Closing occurs and subject to the terms and conditions of this Article IX (a) including, without limitation and for the avoidance of doubt, those terms and conditions set forth in Section 9.1), Seller shall agrees, effective as of the Closing, to indemnify, save, defend and hold Purchaserharmless Buyer and each of its officers, its affiliates and its and their respective directors, managersshareholders and representatives (collectively, officers“Insiders”), employeesfrom and against, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for Buyer and its Insiders with respect to, any Losses suffered or and all damages, liabilities, losses, obligations, actions, suits, disbursements, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs (including, without limitation, reasonable attorneys’ and expert witness’ fees, costs of investigation and court costs) of every kind (collectively, “Losses”), imposed on, incurred by or asserted against Buyer or its Insiders (or any Purchaser Indemnitee after the Closing Date which result fromof them) by reason of a third-party claim, action, or proceeding in any way relating to or arising from or out of: (ia) Any material a breach of a warranty or inaccuracy of representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, Seller contained in this Agreement or any schedule or certificate delivered pursuant hereto or as part of the Assignment transactions contemplated hereby; provided, however, to the extent such representations or warranties are qualified by the term “material” or contain the term “Material Adverse Effect,” such representations and warranties should be read without such qualifications for purposes of determining the amount of damages for such breach, but shall be read with such qualifications for purposes of determining whether there has been a breach; (b) ownership or operation of the Branches prior to the Effective Time; (c) the Retained Liabilities (including, for the avoidance of dobut, any litigation identified on Schedule 3.4); (d) a breach of any covenant of Seller or the failure of Seller to perform any agreement, covenant or obligation of Seller contained in this Agreement or in any other agreement pursuant to this Agreement; (iie) Any servicing act or omission the termination of employment by Seller prior to the Effective Time of any prior servicer relating to any Mortgage Loan and any act individual who is an officer or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent employee of Seller, which consent shall not be unreasonably withheldincluding claims arising pursuant to all applicable employment laws (except for any actions or obligations of Buyer in connection with such termination, including, without limitation, the Buyer’s failure to offer any Branch Employee an offer of employment); or (f) all refunds or repayments made by Seller following the Effective Time of credit life or single interest insurance premiums on policies that were issued in connection with Loans made by the Seller before the Effective Time and purchased by Buyer. Any exercise claim for indemnification shall be applicable to each representation independently, irrespective of whether such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or claim is consistent with any other provision of representation contained in this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the provisions of this Article VII, from and after the Closing, Seller shall indemnify, defend and hold Purchaserharmless Buyer, its affiliates Affiliates (including the Acquired Companies and Related Consolidated Entities after the Closing) and its and their respective directorsRepresentatives (collectively, managers, officers, employees, agents, representatives and advisors (the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from from, against and shall reimburse the applicable Purchaser Indemnitee for in respect of any Losses and all damages, losses (including reasonably foreseeable lost profits and future earnings), charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) (collectively, “Losses”), actually incurred or suffered or incurred by any Purchaser Indemnitee after the Closing Date which result Buyer Indemnified Party relating to, arising out of, resulting from, with respect to or by reason of: (i) Any material the breach or inaccuracy of any representation or warranty made in Article III (or the certificate delivered pursuant to Section 6.3(a)(iii) by or on behalf of Seller at or prior to the Closing) that is not (A) a Seller Fundamental Representation or (B) a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained made in this Agreement or the Assignment AgreementSection 3.20 (Taxes); (ii) Any servicing act the breach or omission inaccuracy of any Seller Fundamental Representation (or the certificate delivered pursuant to Section 6.3(a)(iii) by or on behalf of Seller at or prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanClosing with respect thereto); (iii) Any act, error the breach or omission inaccuracy of any representation or warranty made in Section 3.20 (Taxes) (or the certificate delivered pursuant to Section 6.3(a)(iii) by or on behalf of Seller in servicing any of at or prior to the Mortgage Loans, including improper action or failure to act when required to do soClosing with respect thereto); (iv) Any exercise any Acquired Companies Indebtedness or Unpaid Transaction Expenses not properly disclosed and included in the calculation of any rights of setoff Acquired Companies Indebtedness, Unpaid Transaction Expenses, or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadNet Working Capital; (v) Any breach the amount of any non-ordinary course adjustments made to capitation payments prior to, at or after the Closing from Payors to Seller or any Acquired Companies or Related Consolidated Entities by such Payors, CMS, or its contractors pursuant to an audit or claim brought by such Payors, CMS, or its contractors, as a result of or related to the billing or coding practices of Seller or any of the Asset Acquired Companies or Related Consolidated Entities or their respective employees or employed or contracted Providers, including any adverse impact on management fees to be paid to the Acquired Companies and Related Consolidated Entities after the Closing; (vi) any breach of any covenant or agreement contained in this Agreement to be performed or complied with by the Acquired Companies or Related Consolidated Entities prior to the Closing or Seller prior to or after the Closing; (vii) any Indemnified Taxes; and (viii) any liabilities associated with Tandigm Health, LLC, and, to the extent not properly disclosed and included in the calculation of Net Working Capital, the Pre-Acquisition and Litigation Liabilities. (b) Notwithstanding any other provision in this Agreement to the contrary, the indemnification provided for in Section 7.2(a) shall be subject to the following limitations: (i) Seller shall not have any liability under Section 7.2(a)(i) and Section 7.2(a)(v) unless the aggregate amount of all Losses relating to claims under Section 7.2(a)(i) and Section 7.2(a)(v) for which Seller would be liable to the Buyer Indemnified Parties pursuant to this Article VII exceeds, in the aggregate, $73,500,000 (the “Threshold”), and then only to the extent such Losses exceed the Threshold; provided, that this Section 7.2(b)(i) shall not apply to claims arising under Section 7.2(a)(v) to the extent arising from an audit or claim the proceeds of which are paid or payable directly to CMS or its designated contractor (excluding through any private health insurance payor or health maintenance organization participating in the Medicare Advantage program and having contracted with any of the Acquired Companies or Related Consolidated Entities); (ii) Seller’s aggregate liability for Losses arising out of or resulting from claims under Section 7.2(a)(i), Section 7.2(a)(iii) and Section 7.2(a)(v) shall in no event exceed $367,500,000; (iii) Except for claims arising out of or resulting from the Specified Representations, Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 7.2(a) for any claim (or series of related claims) for which the amount that would otherwise be payable hereunder relating to such claim (or series of related claims) is less than $150,000 (the “Per Claim Amount”); provided that the amount of any such claim (or series of related claims) that is less than the Per Claim Amount shall nonetheless be Losses applied towards and aggregated for purposes of calculating the Threshold pursuant to Section 7.2(b)(i); (iv) Except in the case of (A) fraud or (B) claims under Section 5.13 with respect to Retained Litigation, Seller’s aggregate liability for Losses arising out of or resulting from claims under this Agreement shall in no event exceed the Purchase AgreementPrice; (v) Seller’s limitations on liability set forth on Schedule 7.2(b)(v); and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have no liability under Section 7.2(a)(iii) for any Losses relating to Taxes for a Tax period or portion thereof beginning after the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory Closing Date, except to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent extent such Losses relate to a breach of the applicable Purchaser Indemniteerepresentations and warranties contained in Section 3.20(c), which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment (e), (j), (k) or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account(l).

Indemnification by Seller. (a) Subject to the limitations of Sections 9.01 and 9.05, Seller shall indemnifyindemnify in full, defend and hold Purchaserharmless Buyer, its affiliates and its and their respective officers, directors, managers, officers, employees, agentsagents and shareholders (collectively, representatives and advisors (the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from against any loss, Liability, deficiency, damage, expense or cost (including reasonable attorneys’ fees and shall reimburse expenses) (collectively, “Losses”), whether or not involving a third-party Claim (as defined in Section 9.04(a)) prior to the applicable Purchaser Indemnitee for expiration of the indemnification obligation of Seller hereunder, which the Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of any Losses suffered or incurred by any Purchaser Indemnitee after of the Closing Date which result fromfollowing: (ia) Any material any breach of a representation or warranty by Seller, or non-fulfillment inaccuracy in any of any covenant or obligation the representations and warranties of Seller, Seller contained in the Seller Documents or in any certificate delivered by or on behalf of Seller pursuant to this Agreement or the Assignment Agreement; (iib) Any servicing act any breach of, or omission failure to perform, any agreement or covenant of Seller contained in any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanSeller Documents; (iiic) Any act, error any Claim or omission threatened Claim against Buyer Indemnified Parties that arises in connection with the actions or inactions of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from Assets or Assumed Liabilities prior to the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadClosing Date; (vd) Any breach by Seller any Claim or threatened Claim against the Buyer Indemnified Parties for infringement, misuse, misappropriation, or relating to the ownership of the Asset Purchase Agreement; and (vi) Litigationany intellectual property rights, proceedingsincluding, governmental investigationsbut not limited to, orderspatent, injunctions copyright, trademark, service xxxx, trade names, trade dress, trade secret, or decrees resulting from know-how rights, relating to any of the items described in Section 11.01(a)(i) – (v) aboveAssets or the Business or any component of the Assets or the Business; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of (e) any litigationformer or present employees, proceedingsofficers and/or managers of, governmental investigationsconsultants to, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimindependent contractors to, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory holding any rights in or to the applicable Purchaser Indemnitee, but may not enter into Intellectual Property; (f) any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent product liability Claims relating to the entry Assets and/or sales of a judgment and Business or enter into any settlement with respect component thereof prior to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or Closing; or (g) any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountExcluded Liability.

Indemnification by Seller. (a) Seller shall indemnify, defend agrees to indemnify and hold PurchaserHFF and USI, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives representatives, successors, and advisors assigns (collectively, including HFF and USI, the “Purchaser IndemniteesBuyer’s Group Members”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered or and all claims, demands, losses and expenses incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach Buyer’s Group Member in connection with or arising from failure or default of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loanscovenants, including improper action agreements, representations, or failure to act when required to do so; (iv) Any exercise warranties of Seller under this Agreement, all known debts of Seller as of the Closing Date, and any rights of setoff and all amounts that might be claimed, asserted, or other netting arrangements by the Agency against Seller that results established for as deficiencies in a decrease in Servicing Agreements termination payments due to Seller or with respect to federal or state income taxes, or franchise and other taxes and charges against Seller; and all such deficiencies with respect to operations and business of Seller and the Mortgage Loans from Existing Outlet during the Agency or in a shortfall of funds current fiscal year up to pay the Current Excess Servicing Spread; (v) Any breach by Closing Date. If any claim is asserted for which Seller of will be obligated to indemnify the Asset Purchase Agreement; and (vi) LitigationBuyer’s Group Members pursuant to this provision, proceedingsSeller shall, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly within 10 days after receiving written notice of such claim, notify the assertion Buyer’s Group Members in writing whether Seller does or does not have any objection to the payment of the claim. Seller shall not object to the payment of any litigationsuch claim unless Seller shall at the same time inform the Buyer’s Group Members in writing that Seller disputes the claim, proceedingsin whole or in part, governmental investigationsand Seller promptly initiates proper proceedings to contest the claim and undertake the appropriate defense thereof at Seller’s sole cost and expense, ordersand in a manner that may be effective to protect against liability in connection therewith. If within the 10-day period, injunctions, decrees or any third party claims subject Seller has no objection to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt the payment of such notice of a Third Party Claimthe claim, Seller shall be obligated to pay such claim within 10 days after the expiration of the 10-day notice period. The failure of Seller to pay the claim will constitute full authority to the Buyer’s Group Members to either contest the claim or pay the claim. In that event, the Buyer’s Group Members will be entitled to receive from Seller immediately the amount paid, and Seller will have no right to contest the validity of the creditor’s claim against Seller or the Buyer’s Group Members, as the case may be. In the event Seller, within the above mentioned 10-day period, objects in writing to the payment of the claim, and promptly initiates proper proceedings to contest the claim and undertake the appropriate defense thereof, then the Buyer’s Group Members will not have the right authority to assume pay the defense of such Third Party Claim using counsel of its choice reasonably satisfactory claim as herein provided, unless and until the claim in whole or in part is finally determined to be due and owing. In that situation, the applicable Purchaser Indemnitee, but may not enter into any settlement without parties will be bound by the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement foregoing provision with respect to payment of claims. In the Third Party Claim without event Seller fails to indemnify and hold the prior written consent Buyer’s Group Members harmless from any matter described in this paragraph within a reasonable time, or fails to pay any obligations of Seller in a timely manner, the Buyer’s Group Members may cure the default, pay any obligations of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, demand immediate reimbursement from Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. Subject to the limits set forth in this Section 8.1, from and after the Closing, Seller shall defend, indemnify and hold Buyer and its affiliates harmless from and against and in respect of any and all actual losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys’ fees, but excluding lost profits, consequential, punitive, special or indirect damages (hereinafter "Buyer Losses") arising out of (a) fraud of Seller shall indemnifyor the Company in respect of any representation or warranty contained in this Agreement, defend (b) any and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (all Taxes with respect to any taxable period of the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered Company ending on or incurred by any Purchaser Indemnitee after before the Closing Date or any income or franchise Tax arising as a result of a Section 338(h)(10) Election, and with respect to any Straddle Period, or any portion thereof ending on the Closing Date, (c) any Tax imposed upon Seller, a Seller Group or any affiliate of Seller for any period, (d) any Tax for which result from: the Company may be liable prior to its acquisition by Buyer (i) Any material breach under Treasury Regulations Section 1.1502-6 (or any similar provision of a representation state, local or warranty by Sellerforeign law), or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act as a transferee or omission of any prior servicer relating to any Mortgage Loan and any act successor or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of by contract. Buyer shall give Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving prompt written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject claim which may give rise to indemnification any indemnity obligation under this Agreement (eachArticle VIII, a “Third Party Claim”). Upon receipt together with the estimated amount of such notice of a Third Party Claimclaim, and Seller shall have the right to assume the defense of any such Third Party Claim using claim through counsel of its choice own choosing by so notifying Buyer within sixty (60) days of receipt of Buyer’s written notice; provided, however, that Seller’s counsel shall be reasonably satisfactory to Buyer. Failure to give prompt notice shall not affect the applicable Purchaser Indemniteeindemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in any such defense assumed by Seller, but it may not enter into do so at its sole cost and expense. If Seller declines to assume any settlement such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Buyer, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Sellerother party, which consent shall not be unreasonably withheld. Any exercise , settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of an Order which would restrict the future activity or conduct of the other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of the other party for any liability arising out of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 claim or demand or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account related claim or the Current Spread Reserve Accountdemand.

Indemnification by Seller. (a) Seller shall indemnify, will at its own expense indemnify and defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless Buyer from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered claims made or incurred brought against Buyer by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement alleging that Services (including the intellectual property contained therein) infringe such third party’s Intellectual Property rights or misappropriate any trade secret of such third party (each, a “Third Party Infringement Claim”). Upon receipt of such notice of Seller will pay any damages finally awarded by a Third Party Claim, court or agreed to by Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of in a judgment or enter into any settlement with respect to such Third Party Infringement Claim; provided that Buyer: (i) promptly gives written notice of the Third Party Infringement Claim without to Seller; (ii) gives Seller sole control of the prior written consent defense and settlement of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account Infringement Claim (provided that Seller may not agree to any settlement that imposes any liability or obligation on Buyer without Buyer’s prior written consent, not to be unreasonably conditioned, delayed or withheld); and (iii) provides to Seller, at Seller’s cost, all reasonable assistance. Seller does not have any obligation to defend or indemnify if a Third Party Infringement Claim arises as a result of or in connection with: (i) Buyer’s use of Services other than as contemplated by this Agreement; (ii) any modifications to Services made by any entity other than Seller; (iii) any combination of Services with any services or technologies not approved by Seller; (iv) Buyer’s use of Services or any portion thereof after Seller has terminated this Agreement or such portion of Services; (v) Buyer’s negligence or willful misconduct; or (vi) Buyer’s Intellectual Property. If Seller determines that Services are infringing or likely to infringe any third party’s Intellectual Property rights, or if as a result of any claim or litigation Seller or Buyer is temporarily or permanently enjoined from licensing or using Services, Seller may, at its option in its sole and absolute discretion: (i) promptly procure for Buyer the Current Spread Reserve Accountright to continue to use potentially infringing portion of Services as contemplated by this Agreement; (ii) replace or modify Services, or potentially infringing portion thereof, to avoid the potential infringement; or (iii) if Seller determines that neither (i) nor (ii) is commercially reasonable, terminate the relationship and this Agreement immediately without incurring liability and refund the amount of any fees pre-paid by Buyer. THIS SECTION SETS FORTH SELLER’S SOLE AND EXCLUSIVE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS BY THIRD PARTIES.

Indemnification by Seller. (a) Seller shall indemnify, indemnify and defend and hold PurchaserBuyer, its affiliates Affiliates (including the Company and its Subsidiaries after the Closing) and equityholders, and each of their respective equityholders, officers, directors, members, managers, officers, employees, agents, representatives and advisors representatives, and each of their respective successors and assigns (collectively, the “Purchaser IndemniteesBuyer Parties” and individually a “Buyer Party”) and save and hold each of them harmless from against any and shall reimburse the applicable Purchaser Indemnitee for all Losses which any Losses suffered such Buyer Party may suffer, sustain or incurred become subject to, as a result of, in connection with, relating or incidental to or by any Purchaser Indemnitee after the Closing Date which result fromvirtue of: (i) Any material any breach or non-fulfillment by Seller or the Company of a any representation or warranty made by SellerSeller in this Agreement or any of the Schedules or Exhibits attached hereto; provided, that the determination of the amount of Losses arising from the breach of any representation or warranty shall be made without regard to, and without giving effect to, any Materiality Exceptions contained in such representation or warranty (as if such word or clause, as applicable, were deleted from such representation and warranty); (ii) any breach or non-fulfillment of any covenant covenant, agreement, obligation or obligation of Seller, contained in other provision by Seller or the Company under this Agreement or any of the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan Schedules and any act or omission of any party related to the origination of any Mortgage LoanExhibits attached hereto; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do soIndemnified Taxes; (iv) Any exercise any Indebtedness of the Company, guarantees made directly by Seller or the Company on behalf of any rights third party in respect of setoff or other netting arrangements by Indebtedness of the Agency against Seller that results Company, and Transaction Expenses, in a decrease in Servicing Agreements termination payments due to Seller with respect to each case outstanding as of the Mortgage Loans from Closing, but excluding for these purposes the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadAssumed Indebtedness; (v) Any breach by Seller Seller’s ownership of the Asset Purchase AgreementShares; (vi) Those Liabilities listed on the attached Schedule 4.2(a); and (vivii) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any the operations of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of Company or the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory Business prior to the applicable Purchaser Indemnitee, Closing Date (but may not enter into any settlement without excluding for these purposes the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party ClaimAssumed Indebtedness). For the avoidance of doubt, Sellerno Seller shall have any right of indemnification, contribution or subrogation against or from the Buyer, the Company, its Subsidiaries, any of their respective successors with respect to any indemnification made by or on behalf of Seller for any indemnification obligations arising out of a breach of any representation, warranty, covenant or agreement made by Seller on behalf of the Company. Notwithstanding anything to the contrary in this Section 4.2 or otherwise, neither the forgoing nor anything else in this Agreement shall impact Buyer and Company’s obligations for Purchaser Indemnitees shall not be limited obligation to funds available repay in full all amounts due and owing under the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountAssumed Indebtedness owing to Puritan Partners LLC as defined in Schedule 1.1(a).

Indemnification by Seller. (a) Seller shall indemnify, defend indemnify against and hold PurchaserParent, its affiliates Buyer, each of their Affiliates and its and their respective directors, managers, officers, employees, agentsofficers and directors (collectively, representatives and advisors (the “Purchaser Indemnitees”"BUYER INDEMNIFIED PARTIES") harmless from, and agrees to promptly defend any Buyer Indemnified Party from and shall reimburse the applicable Purchaser Indemnitee for any Buyer Indemnified Party for, any and all Losses suffered that such Buyer Indemnified Party may at any time suffer or incurred by any Purchaser Indemnitee after the Closing Date which incur, or become subject to, as a result fromof or in connection with: (i) Any material breach any failure of a any representation or warranty of Seller or the Majority Stockholder (whether made in or pursuant to this Agreement, the Voting Agreement or in any instrument or certificate delivered by Seller, or non-fulfillment Seller at the Closing in accordance herewith) to be true when made and at and as of any covenant or obligation the Closing Date as if made at and as of Seller, contained in such date (except that representations and warranties that by their terms speak as of the date of this Agreement or the Assignment Agreementsome other date need be true only as of such specified date), in each case, determined without regard to any materiality or Material Adverse Effect qualification contained in any representation or warranty (other than Section 3.15(b)(i)) (each such misrepresentation or breach of warranty, or such failure of any representation or warranty to be true, a "SELLER WARRANTY BREACH"); (ii) Any servicing act any failure by Seller, the Majority Stockholder or omission Xxxxxx Xxxxx to carry out, perform, satisfy and discharge any of any prior servicer relating to any Mortgage Loan and any act its respective covenants, agreements, undertakings, liabilities or omission of any party related to obligations under this Agreement or the origination of any Mortgage LoanAncillary Agreements; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do soExcluded Assets; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadExcluded Liabilities; (v) Any breach by Taxes of Seller of for periods or portions thereof ending on or before the Asset Purchase AgreementClosing Date; and (vi) Litigationthe Business or the operation of the Network to the extent arising before the Effective Time other than any Assumed Liability. (b) Notwithstanding any other provision to the contrary, proceedings, governmental investigations, orders, injunctions or decrees Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 12.03(a)(i): (A) unless such Buyer Indemnified Party has asserted a claim in accordance with Section 12.04 below with respect to such matters within the applicable survival period set forth in Section 12.01 and (B) until the aggregate amount of the Buyer Indemnified Parties' Losses resulting from any single Seller Warranty Breach or set of related Seller Warranty Breaches exceeds $225,000; PROVIDED, 58 HOWEVER, that the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify cumulative indemnification obligation of Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”)Article XII shall in no event exceed $15 million. Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement Except with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 fraud or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreementwillful breach, the applicable Purchaser Indemnitee rights and remedies of the Buyer Indemnified Parties for a Loss relating to a Seller Warranty Breach shall be required to cooperate limited, for all purposes as set forth in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountthis Article XII.

Indemnification by Seller. (a) From and after the Closing, and subject to the terms of this Agreement (including the applicable limitations set forth in this Article X), Seller shall indemnify, defend and hold harmless Purchaser, its affiliates and its Affiliates, and their respective directors, managersofficers, officersagents, employees, agentssuccessors and assigns (collectively, representatives and advisors (the “Purchaser IndemniteesIndemnified Parties”) harmless from against, and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which Indemnified Party for, all Losses that such Purchaser Indemnified Party may suffer or incur, or become subject to, without duplication, as a result fromof: (i) Any material breach the failure of a any representation or warranty by Sellerof Seller contained in Article III to be true and correct at and as of the Closing; provided, that any qualifications as to materiality, “Material Adverse Effect” or non-fulfillment other similar materiality qualifications included in such representation or warranty shall be disregarded for purposes of the determination of whether or not such breach has occurred and for purposes of calculating the amount of any covenant Losses subject to indemnification hereunder (it being understood and agreed that any reference as to materiality, “Material Adverse Effect” or obligation other similar materiality qualifications shall be given effect for purposes of Sellerthe definitions of “Material Adverse Effect”, “Material Contracts” and “Permitted Liens” and the representations and warranties contained in this Agreement or Section 3.4, Section 3.5, Section 3.11(a), the Assignment Agreementsecond sentence of Section 3.11(h) and the first sentence of Section 3.12(a)); (ii) Any servicing act any breach or omission of any prior servicer relating failure by Seller to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing perform any of the Mortgage Loans, including improper action its covenants or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results agreements contained in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase this Agreement; and (viiii) Litigationany Excluded Liability. (b) Notwithstanding anything in this Agreement to the contrary, proceedings, governmental investigations, orders, injunctions or decrees resulting the rights of the Purchaser Indemnified Parties to indemnification pursuant to this Article X shall be subject to the following limitations (in addition to any other limitations set forth herein). (i) The Purchaser Indemnified Parties shall not be entitled to recover for any particular Loss under Section 10.2(a)(i) that arises from any individual item, occurrence, circumstance, act or omission (or series of related items, occurrences, circumstances, acts or omissions) unless and until the items described amount of all Losses resulting therefrom exceeds $500,000 (the “De Minimis Threshold”), nor shall any Losses excluded pursuant to this Section 10.2(b)(i) be taken into account for purposes of determining whether the General Cap has been exceeded in respect of claims made by the Purchaser Indemnified Parties. (ii) The Purchaser Indemnified Parties shall not be entitled to recover Losses under Section 10.2(a)(i) until the total amount of Losses for which the Purchaser Indemnified Parties would recover under Section 10.2(a)(i) (as limited by Section 10.2(b)(i)), exceeds $67,000,000, in which case the Purchaser Indemnified Parties shall only be entitled to recover Losses in excess of such amount, subject to the other limitations herein (including Section 10.2(b)(iii)). (iii) The Purchaser Indemnified Parties shall not be entitled to recover Losses under Section 10.2(a)(i) in respect of representations and warranties (other than those set forth in Section 11.01(a)(i3.18(a) – and Section 3.18(b)) in excess of $804,000,000 in the aggregate (the “General Cap”). (iv) The limitation set forth in Section 10.2(b)(iii) shall not apply to any Seller Specified Representations or the representations and warranties contained in Section 3.18. (v) above; 01. The Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which Indemnified Parties shall not be unreasonably withheld. A entitled to recover Losses under Section 10.2(a)(i) in respect of the representations and warranties set forth in Section 3.18(a) (when taken together with any other Losses recovered under Section 10.2(a)(i) in respect of the representations and warranties set forth in Section 3.18(b)) in excess of $2,010,000,000 in the aggregate, and the Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent Indemnified Parties shall not be unreasonably withheld. Any exercise entitled to recover Losses under Section 10.2(a)(i) in respect of such rights by a the representations and warranties set forth in Section 3.18(b) (when taken together with any other Losses recovered under Section 10.2(a)(i) in respect of the representations and warranties set forth in Section 3.18(a)) in excess of $2,680,000,000 in the aggregate. (vi) The Purchaser Indemnitee Indemnified Parties shall not relieve Seller of its obligations and liabilities be entitled to recover Losses under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this AgreementArticle X (including, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For for the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited any Losses pursuant to funds available Section 10.2(a)(i) (whether in respect of Seller Specified Representations or otherwise)) in the Third Party Controlled Current Spread Custodial Account or aggregate that are in excess of, and in no event shall the Current Spread Reserve Accountindemnification obligations of Seller under this Article X in the aggregate exceed, an amount equal to the Purchase Price.

Indemnification by Seller. (a) After the Closing Date and subject to the additional provisions set forth in this ARTICLE XI, Seller shall indemnify, defend indemnify Buyer and hold Purchaser, its affiliates and its and their respective directors, managersBuyer’s stockholders, officers, employeesdirectors, agents, employees and representatives and advisors (the each a “Purchaser IndemniteesBuyer Indemnitee”) against, and hold each Buyer Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all reasonable out-of-pocket expenses, including, without limitation, reasonable legal fees and costs of settlement whether or not arising from and shall reimburse a third party claim (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy as of the applicable Purchaser Indemnitee for any Losses suffered Agreement Date or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a any representation or warranty by Seller, of the Company or non-fulfillment of any covenant or obligation of Seller, Seller contained in this Agreement or the Assignment Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement; ; (ii) Any servicing act any breach by the Company or omission Seller or any failure of the Company or Seller to perform any prior servicer relating of the covenants or obligations contained in this Agreement or the Company Ancillary Agreements delivered to any Mortgage Loan and any act or omission of any party related Buyer pursuant to the origination provisions of any Mortgage Loan; this Agreement; (iii) Any act, error any Indebtedness of the Company or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; its Subsidiaries; (iv) Any exercise the matter disclosed in Section 3.8(1) of the Disclosure Schedule (the “Specified Matter”) but only to the extent of any rights Losses in excess of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; $250,000; and (v) Any breach by Seller the matter disclosed in Section 3.8(2) of the Asset Purchase Agreement; and Disclosure Schedule. Seller shall indemnify and hold harmless Buyer and Buyer’s direct and indirect customers and each of their officers, directors, employees, and agents from and against any and all damages (vi) Litigationincluding, proceedingswithout limitation, governmental investigations, orders, injunctions or decrees any lost profits resulting from any of the items described in Section 11.01(a)(itemporary or permanent injunction), liabilities, judgments, losses, expenses (including attorneys’ fees) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees and costs arising from or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory relating to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountmatter set forth on Schedule 11.2.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date or the Subsequent Sale Date, as applicable, which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency any Owner against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency such Owner or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase and Sale Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend indemnify and hold Purchaser, harmless Buyer and its affiliates subsidiaries and its and their respective officers, directors, managers, officers, employees, agents, representatives representatives, successors, permitted assigns and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement controlling persons (each, a “Third Buyer Indemnified Party”) from and against any Liability, demand, action, cause of action, and Damage which a Buyer Indemnified Party Claim”)incurs, suffers, sustains or becomes subject to based upon, in whole or in part, any claims, Liabilities, Indebtedness or obligations which relate to a material breach of any representation, warranty or covenant made by Seller contained in this Agreement; provided, however, that in no event shall Seller be obligated by this Section 6.1(a) to indemnify Buyer for any amount in excess of the Purchase Price paid by Buyer to Seller. (b) Seller shall indemnify and hold harmless any Buyer Indemnified Party from and against any and all Liabilities, demands, actions, causes of action, and Damages, joint or several, to which any such Buyer Indemnified Party may become subject arising out or in connection with the transactions contemplated by this Agreement. Upon receipt or any claim, litigation, investigation or proceedings relating to the foregoing regardless of whether any of such notice Buyer Indemnified Party is a party thereto, and to reimburse such Buyer Indemnified Party for any legal or other expenses as they are incurred in connection with investigating, responding to or defending any of a Third Party Claimthe foregoing, provided that any Losses, claims, Damages, Liabilities and expenses are finally judicially determined to have resulted from the gross negligence or willful misconduct of Seller. Notwithstanding anything in this Section 6.1(b), Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into responsible for any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities indemnification payments under this Section 11.01 or any other provision 6.1(b) in excess of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account$100,000.

Indemnification by Seller. Subject to the limitations set forth in this Section 8, in the event of Losses (aas defined below) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered arising by reason of or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material any breach by Seller of a any representation or warranty by Seller, set forth in Section 3 or non-fulfillment any failure of any covenant representation or obligation warranty set forth in Section 3 to have been true and correct (as of Seller, contained in this Agreement the date or the Assignment Agreementdates when such representation or warranty was made); (ii) Any servicing act or omission any breach by Seller of any prior servicer relating to any Mortgage Loan and any act covenant or omission of any party related to the origination of any Mortgage Loanagreement contained in this Agreement; (iii) Any act, error the Excluded Assets or omission the Excluded Liabilities or any assertion thereof; provided that solely for the purposes of Seller in servicing any this clause (iii) subsection (y) of the Mortgage Loans, including improper action or failure to act when required to do sodefinition of the term “Losses” shall be deleted but for the avoidance of doubt in any event the term “Losses” shall include all pre-Closing liabilities; (iv) Any exercise any claim, demand for Taxes assessed against the Buyer or a Buyer’s Designee or liability of Buyer or a Buyer’s Designee for Taxes assessed or assessable against the Seller and relating to, pertaining to, or arising out of the Wireline Communications Business for any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread;Pre-Closing Tax Period; or (v) Any breach fraud or willful misconduct of Seller; (collectively, “Seller Indemnification Events” and each a “Seller Indemnification Event”) Seller shall, or shall cause its Subsidiaries to, put Buyer or, at the election of Buyer, the respective Buyer Designee (each a “Buyer Indemnified Party”), in the position they would have been in had the respective Seller Indemnification Event not occurred (Naturalrestitution). Should this not prove possible or should Seller refuse to do so or should Seller not have done so within four (4) weeks of Seller receiving a notice pursuant to Section 8.3 (b) from Buyer (the “Naturalrestitution Period”), Seller shall pay to the respective Buyer Indemnified Party the amount necessary to compensate such Buyer Indemnified Party from and against any and all (x) Proceedings, liabilities, obligations, Taxes, losses, and (y) all other damages for non-performance (Schadensersatz wegen Nicht- bzw. Schlechterfüllung in Geld) pursuant to Section 249 paragraph 2 German Civil Code (Buergerliches Gesetzbuch; BGB) (including any lost profits (entgangener Gewinn, Section 252 BGB)), any losses caused by Seller business interruptions, and any consequential damages (Folgeschäden, direkte und indirekte Schäden)), and (z) amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing, and including those occurring during the Naturalrestitution Period, but excluding internal administration and overhead costs) of Buyer or a Buyer Designee (collectively, “Losses”, provided however that “Losses” shall not include any damages in respect of a miscalculation of the Asset Purchase Agreement; and Price (viincluding an alleged multiplier based on the Purchase Price) Litigationand any other reduction in value of the Buyer or a Buyer Designee (as opposed to one or more individual assets owned by the either of them), proceedings, governmental investigations, orders, injunctions and any punitive damages (unless any such excluded damage resulted from Third Party Claims)) incurred or decrees suffered by such Buyer Indemnified Party by reason of or resulting from any of the items described matters, measures or actions set forth in Section 11.01(a)(i8.2(a)(i) – (vthrough Section 8.2(a)(v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of In the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice event of a Third Party Claim, Seller shall have (without any Naturalrestitution Period) indemnify, defend and hold harmless the right to assume the defense respective Buyer Indemnified Party, from any Losses incurred or suffered by such Buyer Indemnified Party by reason of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into or resulting from any settlement without the prior written consent of the applicable Purchaser Indemniteematters, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment measures or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this actions set forth in Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account8.2(a)(i) through Section 8.2(a)(v) above.

Indemnification by Seller. (a) Subject to the limitations set forth in this ARTICLE VI, and the other provisions of this Agreement, Seller shall indemnify, defend protect, defend, exculpate and hold Purchaser, Purchaser's Permitted Assignees and its affiliates (including the Company and its Subsidiaries) and their respective partners, directors, managersmembers, shareholders, officers, employeesemployees and agents (collectively, agents, representatives and advisors (the “"Purchaser Indemnitees”Indemnified Parties") harmless from and shall against, and agree promptly to defend Purchaser Indemnified Parties from and reimburse the applicable Purchaser Indemnitee for Indemnified Parties for, any Losses suffered and all actual losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable costs of investigation, reasonable attorneys' fees and other reasonable legal costs and expenses) ("Purchaser Indemnified Losses") which Purchaser Indemnified Parties may at any time suffer or incurred by any Purchaser Indemnitee after the Closing Date which incur, or become subject to, as a result fromof or in connection with: (i) Any material breach or inaccuracy in any of a representation the representations or warranty warranties made by Seller in or pursuant to this Agreement or in any instrument, certificate or affidavit delivered by Seller, or non-fulfillment of any covenant or obligation of caused to be delivered by Seller, contained at the Closing, or from any misrepresentation in this Agreement or the Assignment Agreementany Exhibit, Schedule, certificate, or other executed document furnished or to be furnished to Purchaser hereunder; (ii) Any servicing act failure by Seller to materially carry out, perform, satisfy and discharge any of its other covenants, agreements, undertakings, liabilities or omission of obligations under this Agreement or as set forth in any prior servicer relating instrument, certificate or affidavit delivered by Seller, or caused to any Mortgage Loan and any act or omission of any party related be delivered by Seller, at the Closing, to the origination extent the same is an obligation of any Mortgage LoanSeller to so carry out, perform, satisfy or discharge; (iii) Any actand all claims brought by third parties, error including any suit action or omission of Seller in servicing any other proceeding brought by applicable Governmental Authorities or quasi-governmental authorities against Purchaser, the Company or its Subsidiaries arising from the ownership of the Mortgage Loans, including improper action or failure Shares prior to act when required to do soClosing; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect Subject to the Mortgage Loans from provisions for fees and costs set forth in Section 9.2 below, any fees and expenses payable to attorneys, consultants or accountants retained or hired by or on behalf of Seller, the Agency or Company and its Subsidiaries and their respective affiliates and representatives in a shortfall of funds to pay connection with the Current Excess Servicing Spreadtransactions contemplated by this Agreement; (v) Any breach claim by or on behalf of Seller or any of its affiliates for any amounts owed by the Company or any of the Asset Purchase AgreementSubsidiaries to Seller or any of its affiliates prior to or as of the Closing; and (vi) LitigationAny and all claims brought against the Company or CMCP Island Lake in connection with the Island Lake Loan, proceedingsto the extent that any such claim relates to any period, governmental investigations, orders, injunctions or decrees resulting from any action of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees Company or any third party claims subject Subsidiary (including CMCP Island Lake) occurring, prior to indemnification under this Agreement (eachthe Closing Date, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, provided that the Seller shall have no liability hereunder: (A) if the right tenant under the Property Lease Agreement for the Real Property located in Island Lake, Florida was required pursuant to, and during the term of, such lease to assume reimburse or indemnify the defense landlord under such lease for the liabilities and/or obligations arising in connection with, or contemplated by, such claim; or (B) for any claims, including, without limitation, claims for out of such Third Party Claim using counsel pocket costs, legal fees and breakage fees incurred or payable in connection with the pursuit of its choice reasonably satisfactory the defeasance of the Island Lake Loan, that may arise in connection with, or as the result of, the defeasance of the Island Lake Loan contemplated by Section 2.3(d) of the Island Lake Note (hereinafter defined) except to the applicable Purchaser Indemniteeextent of any such claims resulting directly from a false or misleading representation, but may not enter into warranty or certification made by the Company or CMCP Island Lake in any settlement without document or certificate delivered in connection with such defeasance. For the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision purposes of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, "Island Lake Loan" shall mean the loan evidenced by that certain Note Renewal, Amendment and Restatement Agreement dated as of July 30, 1999 (as amended or otherwise modified, the applicable Purchaser Indemnitee shall be required to cooperate "Island Lake Note"), which was assumed by CMCP Island Lake, as assuming borrower, and which loan is secured by a mortgage against the Real Property located in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubtIsland Lake, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountFlorida.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase and Sale Agreement; (vi) Any termination of Seller by the Agency pursuant to Section 10 of the Servicing Transfer Agreement; and (vivii) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v11.01(a)(i)-(vi) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the provisions of this Article 11, Seller shall indemnify, defend and hold Purchaserharmless Buyer, its affiliates Affiliates and its and their the respective officers, directors, managers, officers, employees, agentsagents and representatives of Buyer and its Affiliates (each of whom may be an Indemnitee pursuant to this Article 11) (collectively, representatives and advisors (the “Purchaser Buyer Indemnitees”) harmless from and shall against, and pay and reimburse each such Buyer Indemnitee for, any and all Losses, whether or not any such Losses arise out of any Third Party Claim, directly or indirectly arising out of, from or in connection with: (a) any breach of any representation or warranty made by Seller under this Agreement (including in the applicable Purchaser Indemnitee for case of any Third Party Claim any Losses suffered by such Buyer Indemnitee in the event that any third party unrelated to Buyer alleges facts that, if true, would constitute or incurred result in a breach by Seller of any Purchaser such representation or warranty); (b) any default or breach of any covenant, obligation or agreement on the part of Seller under this Agreement (including in the case of any Third Party Claim any Losses suffered by such Buyer Indemnitee in the event that any third party unrelated to Buyer alleges facts that, if true, would constitute or result in a breach by Seller of any such covenant, obligation or agreement); (c) any Excluded Asset; (d) any Excluded Liability; (e) any check or other instrument drawn on or deposited into a Branch Deposit account (i) on or prior to the Closing Date upon which a forgery (signature or endorsement) or alteration claim is asserted against Buyer or as to which a proper endorsement is lacking, or (ii) prior to or after the Closing Date which result from: (i) Any material breach of that involves a representation check kiting scheme that was initiated on or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or prior to the Assignment AgreementClosing Date; (iif) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related chargeback occurring after the Closing Date on a Deposit account to the origination extent that such chargeback exceeds the funds in the account on the date of such chargeback but solely to the extent that such chargeback resulted from a violation of Seller’s expedited funds availability policy in effect on the date such funds were deemed collected on the account (provided that Buyer shall reimburse Seller for any Mortgage Loan;sums so indemnified to the extent that Seller recoups any funds so charged back from subsequent deposits into the Deposit account so transferred); or (iiig) Any act, error the ownership or omission of Seller in servicing any operation of the Mortgage Loans, Branches or their business and properties (including improper action the Acquired Assets and the Deposits) on or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect prior to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser IndemniteeClosing Date, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountexcluding all Assumed Liabilities.

Indemnification by Seller. (a) The Asset Seller agrees to and shall indemnifydefend, defend indemnify and hold Purchaser, its affiliates harmless Asset Buyer and its and their respective directors, managers, officersmembers, employees, agents, representatives and advisors its and their respective successors and assigns (collectively, the “Purchaser Indemnitees” Asset Buyer Indemnified Parties”) harmless from and shall reimburse against any and all losses, damages, claims, actions, lawsuits, demands, proceedings, assessments, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the applicable Purchaser Indemnitee for following: (a) the operation of the Business at any Losses suffered time on or incurred by any Purchaser Indemnitee after prior to the Closing Date which result from: Date; (ib) Any material any breach of a representation any representation, warranty or warranty covenant made by Sellerthe Asset Seller in this Agreement; (c) any failure by the Asset Seller to materially perform, comply with or non-fulfillment observe any one of any covenant more of its covenants, agreement or obligation of Seller, obligations contained in this Agreement Agreement; (c) liability arising from a breach or error by Asset Seller in connection with the Assignment Agreement; representations and warranties set forth in Section 5 and (iid) Any servicing act or omission any transferee liability for which the Asset Buyer Indemnified Parties become liable on account of any prior servicer relating to obligation of Asset Seller, including, but not limited to, any Mortgage Loan tax liability that the Asset Buyer assumes by law. For the purposes hereof, Asset Buyer for and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any on behalf of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Asset Indemnified Parties covenants and agrees with Asset Seller that results in a decrease in Servicing Agreements termination payments it will perform its own due to Seller diligence and research on the Acquired Assets and Asset Buyer shall be estopped from raising any claim for Losses with respect to matters that it inspected (or that a commercially reasonable party should have inspected) during the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Due Diligence Period. If there is any indemnification claim hereunder, Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser Buyer shall notify Seller promptly after receiving written cause notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims claim to be delivered to the Asset Seller provided that the failure to give such notice shall not affect the Asset Buyer Indemnified Parties’ right to indemnification hereunder. The Asset Seller shall defend such claim at their sole cost and expense with legal counsel chosen by Asset Seller (subject to indemnification under this Agreement (each, a “Third Party Claim”reasonable input from the Asset Buyer). Upon receipt of such notice of a Third Party Claim, Seller The Asset Buyer and its counsel shall have the right to assume participate in the defense of any such Third Party Claim using counsel claim at the Asset Buyer’s sole cost and expense. If notice is given and the Asset Seller fails to promptly assume or assert the defense of its choice reasonably satisfactory the claim in good faith, the claim may be defended, comprised or settled by the Asset Buyer without the Asset Seller’s consent and the Asset Seller shall remain liable under this Section 8. Notwithstanding any provision of this Section 8 to the applicable Purchaser Indemniteecontrary: (a) the Asset Buyer may retain control over the defense (at the cost of the Asset Seller) of any claim hereunder if such claim is for injunctive or other equitable relief; and/or (b) if in the reasonable opinion of the Asset Buyer there may be a conflict between the positions of the Asset Buyer and Asset Seller in conducting the defense of an action or that there may be legal defenses available to Asset Buyer different from or in addition to those which counsel for the Asset Seller would be able to raise, but may the Asset Buyer shall be entitled to maintain its own independent defense of such action and the reasonable fees and expenses of the Asset Buyer’s counsel shall be paid by the Asset Seller. Asset Seller cannot enter into any settlement settle a matter other than for dollar damages without the prior written consent of Asset Buyer. Further notwithstanding any provision of this Agreement to the contrary, in no event shall Asset Seller’s liability to the Asset Buyer Indemnified Parties, regardless of the cause or nature of the event giving rise to any such liability, exceed the total sum of the Escrow Cash except to the extent such claim or loss was caused by Seller’s fraudulent misrepresentation or gross or intentional negligence in which event Buyer shall be entitled to all remedies provided for under law or in equity. Unless otherwise provided herein, the limitation of liability set forth in the immediate preceding sentence shall be applicable Purchaser Indemniteeto direct damages only, which it being understood and agreed by the Asset Buyer Indemnified Parties that Asset Seller shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry responsible or liable for other types of a judgment or enter into any settlement with respect to the Third Party Claim damages, including, without the prior written consent of Sellerlimitation, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 consequential, special, incidental or any other provision types of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, damages even if Asset Seller was advised of the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure likelihood of same from the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountAsset Buyer Indemnified Parties.

Indemnification by Seller. (a) ‌ 9.1.1 Seller shall indemnify, indemnify and defend and hold Purchaser, its affiliates PGE and its Affiliates and their respective directorsstockholders, members, managers, officers, directors, employees, agents, representatives successors and advisors assigns (the each, a “Purchaser IndemniteesPGE Indemnified Party”) harmless from against, and shall reimburse the applicable Purchaser Indemnitee for hold them harmless from, any Losses suffered and all losses, damages, claims (including third-party claims), charges, interest, penalties, Taxes, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Section 9.3) (collectively, “Losses”) resulting from, arising out of, or incurred by any Purchaser Indemnitee after the Closing Date which result from:PGE Indemnified Party in connection with, or otherwise with respect to:‌ (ia) Any material breach of a representation or warranty by Seller, or non-fulfillment the failure of any covenant representation and warranty or obligation of Seller, other statement by Seller contained in this Agreement or any certificate or other document furnished to PGE, to be true and correct in all respects as of the Assignment Effective Date [or the Closing Date, as applicable]; (b) any breach of any covenant or agreement of Seller contained in this Agreement or any certificate or other document furnished to PGE at the Closing; (c) any Retained Liabilities or Retained Contracts; (d) any fraud, intentional misrepresentation, willful misconduct by or gross negligence of Seller in connection with this Agreement or the transactions contemplated by this Agreement; (iie) Any servicing act any claims, actions or omission suits made by third parties (before, on or after the Closing Date) against any PGE Indemnified Party arising from or as a result of any prior servicer relating to any Mortgage Loan and any act the acts or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission omissions of Seller in servicing or any of its Affiliates in connection with the Mortgage Loansdevelopment, including improper action ownership or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller operation of the Asset Purchase AgreementProject or the Project Assets; and (vif) Litigation, proceedings, governmental investigations, orders, injunctions any liability for Taxes (including Tax Liens) imposed on or decrees resulting from incurred by PGE relating to any taxable period ending on or before the time of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice Closing or the portion of any other taxable period beginning before and occurring on or before the time of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory Closing relating to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account Project or the Current Spread Reserve AccountProject Assets.

Indemnification by Seller. (a) Seller shall indemnify, defend defend, and hold Purchaser, its affiliates and its Buyer and their respective officers, directors, managers, officers, employees, agentsand shareholders and their respective successors and assigns (collectively, representatives and advisors (the “Purchaser Indemnitees”"Buyer's Indemnified Persons") harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered against an Indemnity Loss asserted against, suffered, or incurred by any Purchaser Indemnitee after the Closing Date which result fromof Buyer's Indemnified Persons arising out of or in any way related to: (i) Any material misrepresentation in or breach of a representation the representations and warranties of Seller or warranty by Seller, the failure of Seller to perform any of its covenants or non-fulfillment of any covenant or obligation of Seller, obligations contained in this Agreement, the Assignment Agreements, or in any exhibit, schedule, certificate or other instrument or document furnished to or to be furnished by Seller pursuant to this Agreement or in connection with the Assignment transactions contemplated by this Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related Except with respect to the origination Assumed Liabilities assumed by Buyer under this Agreement, the operation of any Mortgage LoanSeller's business or the use of the Purchased Assets prior to the date hereof; (iii) Any actactions, error claims, suits, or omission of Seller in servicing any proceedings asserted by third parties alleging personal injury or property damage due to, arising out of, or by reason of the Mortgage Loansdesign, including improper action manufacture or failure use of any products of the Seller's business manufactured on or prior to act when required to do sothe Closing Date; (iv) Any exercise worker's compensation claims of any rights employee or former employee of setoff Seller relating to events occurring on or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect prior to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadClosing Date; (v) Any breach by Seller and all claims for compensation and other employee benefits (including, but not limited to, severance pay, outplacement benefits, disability benefits, health, retiree medical, worker's compensation, tuition assistance, death benefits, and pension and profit sharing plans and claims relating to employment or termination of employment) accruing on or prior to the Asset Purchase Agreement; anddate hereof, or on or after the date hereof with respect to the payment of severance benefits and other welfare benefit payments, if any, with respect to (i) employees in the Seller's business who are laid off on or prior to the date hereof and (ii) employees in the Seller's business who, on the date hereof, are on medical leave or disability, and related costs and liabilities, regardless of whether such claims and related costs and liabilities are made or incurred before, on or after the Closing Date; (vi) LitigationAll claims, investigations, actions, suits, proceedings, governmental investigationsdemands, ordersassessments, injunctions judgments, costs and expenses, including reasonable attorneys' fees and expenses, incident to the foregoing (other than Assumed Liabilities); or (vii) Any liabilities, obligations or decrees resulting from any expenses of Seller not included in the Assumed Liabilities assumed by Buyer pursuant to the provisions of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the limitations set forth in this Article VIII, from and after the Closing, Seller shall indemnify, defend and hold Purchaserindemnify Buyer, its affiliates and its Affiliates, and their respective directorsRepresentatives (each, managersa “Buyer Indemnified Party)” against any and all losses, officersliabilities, employeesexpenses (including reasonable and documented attorneys’ fees and expenses in connection with any third party action, agentssuit or proceeding) and damages (collectively, representatives and advisors (the “Purchaser IndemniteesLosses”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by such Buyer Indemnified Party, to the extent arising or resulting from any Purchaser Indemnitee after of the Closing Date which result fromfollowing: (i) Any material any breach of a any representation or warranty made by Seller, or non-fulfillment of any covenant or obligation of Seller, contained Seller in this Agreement or the Assignment AgreementTransaction Documents; (ii) Any servicing act or omission any breach of any prior servicer relating to any Mortgage Loan and any act covenant or omission agreement of any party related to Seller contained in the origination of any Mortgage LoanTransaction Documents; (iii) Any act, error any Recipient Confidentiality Breach by any Person who receives Confidential Information from or omission on behalf of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so;under Section 6.1; and (iv) Any exercise the Excluded Assets and the Excluded Liabilities and Obligations. The foregoing shall exclude any Losses of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect Buyer Indemnified Party to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees extent resulting from any of (A) the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion bad faith, gross negligence, intentional misrepresentation, willful misconduct or fraud of any litigationBuyer Indemnified Party, proceedings, governmental investigations, orders, injunctions, decrees or (B) any third party claims subject matter in respect of which any Seller Indemnified Party would be entitled to indemnification under this Agreement Section 8.1(b), or (each, a “Third C) acts or omissions of Seller taken (or omitted to be taken) based upon the express written instructions from any Buyer Indemnified Party. Any amounts determined to be due to any Buyer Indemnified Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory hereunder in accordance with and subject to the applicable Purchaser Indemniteeterms, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel conditions and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision procedures of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee Article VIII shall (if not otherwise paid) be required to cooperate in good faith with payable by Seller to ensure the proper and adequate defense of such Third-Buyer Indemnified Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited within [***] Business Days following written demand delivered to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountSeller by such Buyer Indemnified Party.

Indemnification by Seller. (a) Subject to the terms of this Article VIII, from and after the Closing, Seller shall indemnifyand Seller Parent will, defend jointly and severally, save, defend, indemnify and hold Purchaserharmless Buyer, its affiliates and its Buyer Parent and their respective Affiliates and each of the directors, officers, equityholders, managers, officersmembers, employees, agents, representatives Representatives, successors and advisors permitted assigns of each of the foregoing (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any and all Losses asserted against, incurred, sustained or suffered or incurred by any Purchaser Indemnitee after of the Closing Date which Buyer Indemnified Parties as a result fromof, arising out of or relating to: (ia) Any material any breach of a any representation or warranty made by Seller, Seller Parent or non-fulfillment the Company contained in Article II or Article III, respectively; (b) any breach of any covenant or obligation of agreement by Seller, Seller Parent or, prior to the Closing, the Company, contained in this Agreement or any Ancillary Agreement (unless a remedy is otherwise provided in such Ancillary Agreement); provided, however, that if Buyer recovers liquidated damages pursuant to Section 10.21(c) in respect of a Specified Trigger Event, Seller and Seller Parent will have no obligation to indemnify the Assignment AgreementBuyer Indemnified Parties against Losses under this Section 8.2(b) for any breach of any covenant or agreement to the extent that such breach constitutes a Specified Trigger Event; (iic) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanPre-Closing Liability; (iiid) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase AgreementPre-Closing Taxes; and (vie) Litigationany Seller Environmental Liability; provided, proceedingshowever, governmental investigations, orders, injunctions that any indemnification obligation of Seller or decrees resulting from Seller Parent under this Section 8.2 in connection with any of the items described remedial action in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion respect of any litigationSeller Environmental Liability will be limited to, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to and the respective indemnification obligations of Seller and Seller Parent under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory are limited to the applicable Purchaser Indemnitee, but may not enter into cost of remediation sufficient to achieve commercial/industrial cleanup standards pursuant to any settlement without the prior written consent order or requirement of the relevant Governmental Authority, if applicable, or as required under applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have Environmental Laws as in effect at the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of time such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountEnvironmental Liability is addressed.

Indemnification by Seller. (a) Subject to the limitations set forth in Sections 9.1 and 9.4, and Section 8.2, Seller shall indemnify, defend hereby agrees to indemnify and hold Purchaserthe Buyer, its affiliates and its NCNG, or any successors or assigns thereof, and their respective directors, managersemployees, officers, employees, agents, representatives directors and advisors affiliates (the “Purchaser Indemnitees”each a "Buyer Indemnified Party") harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") imposed upon or incurred by any Purchaser Indemnitee after Buyer Indemnified Party as a result of or in connection with any of the Closing Date which result fromfollowing: (i) Any material inaccuracy or breach of a representation or warranty made by SellerSeller in Article III, Article IV, or non-fulfillment Section 8.4 of this Agreement, or in any covenant or obligation of Seller, contained in other agreements executed by the parties and delivered at Closing pursuant to this Agreement or the Assignment Agreement;; or (ii) Any servicing act The breach of, or omission of default in the performance by Seller of, any prior servicer relating covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loan;instrument executed in connection herewith or pursuant hereto. (iiib) Any act, error or omission Within sixty (60) days after receipt by the Buyer of Seller in servicing any notice of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff an Action or other netting arrangements by the Agency against Seller that results in event giving rise to a decrease in Servicing Agreements termination payments due to Seller Buyer Claim with respect to the Mortgage Loans from the Agency or in which a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject Buyer Indemnified Party is entitled to indemnification under this Agreement Section 9.2, the Buyer shall notify (eachthe "Buyer Claim Notice") Seller in writing of the commencement of such Action or the assertion of such Buyer Claim; provided, a “Third however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice to Seller. Seller shall have the option, and shall notify the Buyer Indemnified Party Claim”in writing within ten Business Days after the date of the Buyer Claim Notice of its election, either: (A) to participate (at the expense of Seller) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) to take charge of and control the defense of such Action or Buyer Claim (at the expense of Seller). Upon receipt If Seller elects to control the defense, it will not compromise or settle the Action or Buyer Claim if (X) the amount to be paid in settlement exceeds the Maximum Indemnity Amount or (Y) the settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto. If Seller fails to notify the Buyer Indemnified Party of its election within the applicable response period, then Seller shall be deemed to have elected not to control the defense of such notice Action or Buyer Claim. If Seller elects to control the defense of a Third Party any Action or Buyer Claim, Seller the Buyer Indemnified Party shall have the right to assume employ separate counsel and participate in the defense of such Third Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of the Buyer Indemnified Party unless: (1) the named parties in such Action or Buyer Claim using (including any impleaded parties) include both the Buyer Indemnified Party and an indemnifying party and the Buyer Indemnified Party shall have been advised by such counsel of its choice reasonably satisfactory that there may be one or more legal defenses available to it that are different from or additional to those available to the applicable Purchaser Indemniteeindemnifying party, but or (2) the Buyer Indemnified Party has reasonably determined that Losses that may not enter into any settlement without be incurred may exceed either individually, or when aggregated with other Buyer Claims, the prior written consent of the applicable Purchaser IndemniteeMaximum Indemnity Amount (in which case, which Seller shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select control the defense of such Action or Buyer Claim on behalf of the Buyer Indemnified Party, it being understood, however, that the Seller shall not, in connection with such Action or Buyer Claim, be liable for the fees and expenses of more than one separate counsel firm of attorneys (in addition to any local counsel) and to otherwise separately defend itself at its own expense but that all such fees and expenses shall be reimbursed as they are incurred). (c) If Seller does not consent to control the entry defense of a judgment any Action or enter into any settlement Buyer Claim, then the Buyer Indemnified Party may settle such Action or Buyer Claim with respect to the Third Party Claim without the prior written consent of Seller, which consent shall Seller (not to be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account).

Indemnification by Seller. (a) The Seller shall indemnifyagrees to indemnify the Back-Up Servicer, defend the Custodian, the Buyer and hold Purchaserassignees of the Buyer (each an “Indemnified Party”, its affiliates and its and their respective directorscollectively, managers, officers, employees, agents, representatives and advisors (the “Purchaser IndemniteesIndemnified Parties”) harmless from against any and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered all claims, losses, liabilities (including legal fees and related costs) that such Indemnified Parties may sustain directly or incurred by any Purchaser Indemnitee after the Closing Date which result from: indirectly related to (i) Any material any wrongful or negligent act of, or omission to act, by a Diamond Resorts Party, (ii) any inaccuracy or breach of the representations and warranties of the Seller under Section 5, Schedule I, or Schedule II hereof, (iii) any failure of a Diamond Resorts Party to perform any of its obligations under the Transaction Documents, (iv) any breach or alleged breach by a Diamond Resorts Party of any of the Timeshare Documents, (v) any failure of a Diamond Resorts Party to fulfill its obligations as manager of each Collection or each Resort, and (vi) a failure by the Seller to perform any of its obligations under the Transaction Documents (“Indemnified Amounts”) excluding, however: (A) Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party; (B) any recourse for any uncollectible Timeshare Loan not related to a breach of representation or warranty warranty; (C) any recourse to the Seller for a Defaulted Timeshare Loan; (D) Indemnified Amounts attributable to any violation by Seller, or non-fulfillment an Indemnified Party of any covenant requirement of law related to an Indemnified Party; or obligation (E) the operation or administration of the Indemnified Party generally and not related to this Agreement. The Seller shall: (x) promptly notify the Buyer if a claim is made by a third party with respect to this Agreement, the Timeshare Loans or any of the Conveyed Timeshare Property, and relating to (1) the failure by the Seller to perform its duties in accordance with the terms of this Agreement or (2) a breach of the Seller’s representations, covenants and warranties contained in this Agreement or Agreement, and (y) assume (with the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Sellerrelated Indemnified Party, which consent shall not be unreasonably withheld. Any exercise ) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment, order or decree which may be entered against it or the related Indemnified Party in respect of such rights claim. If the Seller shall have made any indemnity payment pursuant to this Section 9 and the recipient thereafter collects from another Person any amount relating to the matters covered by a Purchaser Indemnitee the foregoing indemnity, the recipient shall not relieve promptly repay such amount to the Seller. (b) The Seller agrees to pay, and to indemnify, defend and hold harmless the Buyer from, any taxes which may at any time be asserted with respect to, and as of its obligations the date of, the transfer of the Conveyed Timeshare Property to the Buyer hereunder including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes and liabilities costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by the Seller under this Section 11.01 Agreement or the Servicer under the Agreement or imposed against the Buyer or otherwise. Notwithstanding any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification , the obligation of the Seller under this Section 9(b) shall not terminate upon the resignation or removal of the Servicer pursuant to the Agreement and shall survive any termination of this Agreement, the applicable Purchaser Indemnitee . (c) The obligations of Seller under this Agreement shall be required to cooperate absolute, unconditional and irrevocable and shall be performed strictly in good faith accordance with Seller to ensure the proper and adequate terms of this Agreement. Without limiting the foregoing, neither the lack of validity or enforceability of, or any modification to, any Transaction Document nor the existence of any claim, setoff, defense (other than a defense of payment) or other right which an Indemnitor may have at any time against the Buyer or any other Person, whether in connection with any Transaction Document or any unrelated transactions, shall constitute a defense to such Third-Party Claim. For obligations. (d) The obligations of the avoidance Seller under this Section 9 to indemnify the Indemnified Parties shall survive the termination of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available this Agreement and continue until the Timeshare Loans are paid in the Third Party Controlled Current Spread Custodial Account full or the Current Spread Reserve Accountotherwise released or discharged.

Indemnification by Seller. (a) Subject to the provisions of Section 7.4, from and after the Closing Date, the Seller shall indemnifyindemnify and defend, defend save and hold Purchaser, its affiliates the Buyer and its and their respective directors, managers, officers, employees, agentsAffiliates, representatives successor and advisors permitted assigns (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from if any Buyer Indemnified Party shall suffer or incur any damages, Liability, loss, cost, Tax, expense, interest award, judgment or penalty (including all reasonable attorneys’, consultants’ and experts’ fees, including such fees incurred in any action or proceeding between any Indemnified Party and any Indemnifying Party, or reasonable costs of investigation), claim or cause of action (each, a “Loss”), without duplication, arising out of, relating to or resulting from, any and all Buyer Indemnified Events under Section 7.1(b). (b) As used herein, “Buyer Indemnified Events” shall reimburse be and mean any one or more of the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result fromfollowing: (i) Any material any untruth or inaccuracy in any representation made by the Seller or the breach of a representation or any warranty made by the Seller, or non-fulfillment of any covenant or obligation of Sellerin each case, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of in any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements certificate delivered by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due at the Closing pursuant to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Seller Event of Breach”); (ii) any failure by the Seller to perform any covenant or agreement to be performed by the Seller under this Agreement; (iii) any Excluded Asset or Excluded Liability; (iv) any Company Transaction Expense not paid on or prior to the Closing; (v) any Employment Liabilities arising from the termination of the X’Xxxxx Employment Agreement; (vi) any Working Capital Indemnity Amount required to be paid pursuant to Section 2.4(c); (vii) (x) any Third-Party Claim arising from the Known Environmental Issue (including any Remedial Action required as a resolution of any such Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have ) or (y) the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent closure of the applicable Purchaser Indemniteeunderground storage tanks identified as Tank 1 and Tank 4 in the Limited Site Assessment dated July 29, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment 2013 by Xxxxx+Xxxxxxx; (viii) all warranty or enter into any settlement guaranty obligations with respect to Products manufactured by the Third Party Claim without Company or the Business prior written consent to the Closing Date and distributed or sold by the Company or its Affiliates at any time (whether before, on or after the Closing Date) pursuant to the terms of Sellerthe warranties issued in connection with such sales; or (ix) any product liability claim related to or resulting from the Products manufactured by the Company or the Business prior to the Closing Date or any of the matters set forth on Schedule 3.25; provided, which consent shall however, that Buyer Indemnified Parties will not be unreasonably withheldentitled to any indemnification in any way relating to or arising from the Known Environmental Issue or the closure of the underground storage tanks identified as Tank 1 and Tank 4 in the Limited Site Assessment dated July 29, 2013 by Xxxxx+Xxxxxxx except under Section 7.1(b)(vii). (c) Except to the extent treated as a liability on the Financial Statements or taken into account in determining Net Working Capital, the Seller shall indemnify the Buyer and hold it harmless from and against (i) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), and (ii) any Taxes of any other Person for which the Company may become liable pursuant to Treasury Regulations section 1.1502-6 (or analogous provisions of state, local or foreign law) as a result of being a member of a consolidated, combined or unitary group of corporations or pursuant to any Tax sharing, Tax indemnity or similar contract to which the Company was subject prior to the Closing Date. Any exercise The Seller shall reimburse the Buyer for any Taxes of such rights by a Purchaser Indemnitee shall not relieve the Company that are the responsibility of the Seller of its obligations and liabilities under pursuant to this Section 11.01 7.1(c) within fifteen (15) Business Days after the Buyer or the Company notifies the Seller that such Taxes have been paid. All Parties agree that any other provision of dispute as to the amount the Seller owes the Buyer or the Company pursuant to this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee Section 7.1(c) shall be required to cooperate in good faith with Seller to ensure resolved by the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountDispute Resolution Firm.

Indemnification by Seller. (a) Seller hereby agrees that from and after the Closing it shall indemnify, defend and hold Purchaserharmless Buyer, its affiliates and its Affiliates, and their respective directors, managers, officers, employeesshareholders, partners, members, attorneys, accountants, agents, representatives and advisors employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such (other than, in the case of clauses (i) and (ii), Buyer or any of its Affiliates solely in their capacity as direct or indirect holders of Joint Venture Securities prior to the Closing (but without limiting the definition of “Retained Claims”) the “Purchaser IndemniteesBuyer Indemnified Parties” and, together with the Seller Indemnified Parties, the “Indemnified Parties”) harmless from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from (i) subject to Section 7.2(b), any breach of any representation or warranty made by Seller contained in this Agreement for the period such representation or warranty survives, (ii) any breach of any covenant or agreement of Seller contained in this Agreement and (iii) any Excluded Asset or Excluded Liability (provided that the indemnification under this clause (iii) shall reimburse not permit Buyer or any of its Affiliates in their capacity as a direct or indirect holder of Joint Venture Securities prior to the applicable Purchaser Indemnitee Closing to make any claim against Seller to the extent an Excluded Liability was paid prior to Closing, except to the extent relating to a third party claim in respect thereto). (b) Seller shall not be liable to the Buyer Indemnified Parties for any Losses suffered or incurred by any Purchaser Indemnitee after with respect to the Closing Date which result from:matters contained in Section 7.2(a)(i): (i) Any material breach until any such Losses in respect of a representation or warranty by Sellerthe Group 1 Business exceed an aggregate amount equal to the Group 1 Threshold Amount, or non-fulfillment and then for all such Losses in excess of any covenant or obligation of Seller$17,000,000, contained in this Agreement or up to an aggregate amount not to exceed the Assignment Agreement;Group 1 Cap Amount; provided, however, that the limitations herein regarding the Group 1 Threshold Amount shall not apply to the Class 1 Representations and Warranties; and (ii) Any servicing act or omission until any such Losses in respect of any prior servicer relating to any Mortgage Loan and any act or omission of any party related the Group 2 Business exceed an aggregate amount equal to the origination Group 2 Threshold Amount, and then for all such Losses in excess of any Mortgage Loan;$3,000,000, up to an aggregate amount not to exceed the Group 2 Cap Amount; provided, however, that the limitations herein regarding the Group 2 Threshold Amount shall not apply to the Class 1 Representations and Warranties. (iiic) Any actSubject to Section 7.8, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure Buyer Indemnified Parties shall be entitled to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by receive payment only from the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller Escrow Account with respect to any Liability of Seller for any Losses under Section 7.2(a) and, with respect to each Specified Business, only up to an aggregate amount not to exceed the Mortgage Loans from Cap Amount applicable to such Specified Business. Notwithstanding anything to the Agency or contrary in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase this Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall not be liable for any Losses that (i) are reflected in the Closing Net Liabilities Amount used in calculating the Final Adjustment Amount to the extent and only to the extent so reflected or (ii) have been actually discharged (or the right to assume the defense of such Third Party Claim using counsel functional equivalent thereof in terms of its choice reasonably satisfactory effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the applicable Purchaser IndemniteeDischarge (or, but may not enter into any settlement without as applicable, the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent MCE Discharge or an Additional Discharge) to the entry of a judgment or enter into any settlement with respect extent and only to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of extent so discharged (or such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountfunctional equivalent).

Indemnification by Seller. (a) Seller shall hereby agrees to indemnify, defend and hold Purchaser, its affiliates save harmless Purchaser and its and their respective directors, managers, officers, employees, affiliates, agents, representatives advisors, representatives, stockholders and advisors assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) harmless from from, against and shall reimburse the applicable Purchaser Indemnitee for in respect of any and all Losses incurred or suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by SellerIndemnified Party arising out of, or non-fulfillment of any covenant or obligation of Sellerrelated to, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement following (each, a “Third Party Purchaser Claim”): (a) any misrepresentation or breach of warranty made by the Seller in any Transaction Document or in any document, certificate or other instrument required to be delivered by the Seller under any Transaction Document; (b) any breach or non fulfillment by the Seller when required to be performed of any covenant or agreement made or to be performed by the Seller in any Transaction Document or in any agreement or instrument entered in connection with any Transaction Document; (c) any fraud or intentional misrepresentation with respect to, or intentional breach of, any Transaction Document by the Seller; and (d) the Retained Liabilities. Except as set forth in Section 8.6 with respect to third party Actions, in the event of any Purchaser Claim, Purchaser shall notify Seller and such notice shall be in writing and shall describe with reasonable specificity the nature and amount of such Purchaser Claim (a “Purchaser Notice of Claim”). Upon receipt of such notice A delay on the part of a Third Purchaser Indemnified Party Claim, in giving Seller a Purchaser Notice of Claim shall have the right to assume the defense of such Third Party Claim using counsel of relieve Seller from its choice reasonably satisfactory obligations under this Section 8.1 only to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheldextent that Seller is materially prejudiced thereby. A Purchaser Indemnitee shall have Notice of Claim may be delivered at any time during the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of applicable survival period for such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this claim as set forth in Section 11.01 or any other provision 8.3 of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the limitations set forth in Sections 8.1 and 8.5, Seller shall indemnify, defend indemnify and hold Purchaser, its affiliates Buyer and its and their respective directors, managersemployees, officers, employees, agents, representatives directors and advisors Affiliates (the each a “Purchaser IndemniteesBuyer Indemnified Party”) harmless from and shall reimburse against any and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses, including, but not limited to, reasonable attorneys’ fees, but excluding as described in Section 11.10, any consequential, incidental, punitive damages, lost profits or speculative damages except to the applicable Purchaser Indemnitee for any Losses suffered extent arising pursuant to a third party claim therefor (collectively, “Losses”) imposed upon or incurred by any Purchaser Indemnitee after Buyer Indemnified Party as a result of or in connection with any of the Closing Date which result fromfollowing: (i) Any material any breach of a representation or warranty made by SellerSeller in Article III, except with respect to Taxes, a breach of a representation or non-fulfillment of any covenant or obligation of Seller, contained warranty made under Section 3.9 shall be limited to all Taxes other than Taxes specified in this Agreement or the Assignment Agreement;(iii) below; or (ii) Any servicing act the breach of, or omission of default in the performance by Seller of, any prior servicer relating covenant, agreement or obligation to any Mortgage Loan and any act or omission of any party related be performed by Seller pursuant to the origination of any Mortgage Loan;this Agreement; or (iii) Any actUnited States Income Taxes, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or Texas Margin Taxes and other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described Taxes provided in Section 11.01(a)(i7.1(f) – (v) above; 01for which Seller is liable pursuant to Section 7.1. Purchaser Buyer covenants that it shall notify Seller promptly after receiving written notice of the assertion of not solicit or encourage third parties to commence any litigation, proceedings, governmental investigations, orders, injunctions, decrees proceedings or make any third party claims subject for which a Buyer Indemnified Party would be entitled to indemnification under this Agreement Section 8.2(a) and shall not disclose any information with the intent of soliciting or encouraging third parties to commence such proceedings or make such claims. (each, b) Within thirty (30) days after receipt by a Buyer Indemnified Party of notice of the commencement of an Action or other event giving rise to a buyer claim with respect to which a Buyer Indemnified Party may be entitled to indemnification under this Section 8.2 (a “Third Party Buyer Claim”). Upon receipt , the Buyer Indemnified Party receiving such notice shall notify (the “Buyer Claim Notice”) Seller in writing of the commencement of such notice of a Third Party Claim, Seller shall have Action or the right to assume the defense assertion of such Third Party Claim using counsel of its choice reasonably satisfactory Buyer Claim; provided, however, that failure to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of give such rights by a Purchaser Indemnitee notice shall not relieve Seller of its obligations hereunder (i) unless the Buyer Indemnified Party fails to deliver a proper Buyer Claim Notice prior to the date specified in Section 8.1(b), or (ii) unless and liabilities under this Section 11.01 or any other provision only to the extent that Seller is materially prejudiced thereby. Seller shall have the option, and shall notify Buyer Indemnified Party in writing within ten (10) Business Days after the date of this Agreement. With respect a Buyer Claim Notice of their election, either: (A) to any Third Party Claim subject to indemnification under this Agreement, participate (at the applicable Purchaser Indemnitee shall be required to cooperate expense of Seller) in good faith with Seller to ensure the proper and adequate defense of such Third-Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by Buyer Indemnified Party) or (B) to take charge of and control the defense of such Action or Buyer Claim (at the expense of Seller). If Seller elects to control the defense, it will not compromise or settle the Action or Buyer Claim if (x) the amount to be paid in settlement, when aggregated with other Buyer Claims, exceeds the Maximum Indemnity Amount, as defined below, or (y) the settlement does not include a provision releasing Buyer Indemnified Party from all liabilities with respect thereto. If Seller fails to notify Buyer Indemnified Party of its election within the applicable response period, then Seller shall be deemed to have elected not to control the defense of such Action or Buyer Claim. For If Seller elects to control the avoidance defense of doubtany Action or Buyer Claim, Buyer Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of Buyer Indemnified Party unless: (1) the named parties in such Action or Buyer Claim (including any impleaded parties) include both Buyer Indemnified Party and Seller and Buyer Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Seller’s obligations for Purchaser Indemnitees , or (2) Buyer Indemnified Party has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Buyer Claims, the Maximum Indemnity Amount (in which case, Seller shall not have the right to control the defense of such Action or Buyer Claim on behalf of Buyer Indemnified Party, it being understood, however, that Seller shall not, in connection with such Action or Buyer Claim, be limited liable for the fees and expenses of more than one separate firm of attorneys (in addition to funds available in any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). (c) If Seller does not control the Third defense of any Action or Buyer Claim, then Buyer Indemnified Party Controlled Current Spread Custodial Account may settle such Action or Buyer Claim with the Current Spread Reserve Accountprior written consent of Seller (not to be unreasonably withheld).

Indemnification by Seller. (a) Seller shall indemnify, hold harmless and defend and hold PurchaserBuyer, its affiliates and its and their respective directors, managers, officers, employees, agentssubsidiaries, representatives affiliates and advisors their respective successors, permitted assigns and heirs, as applicable (the “Purchaser Buyer Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which from and against all Damages (as defined below in Section 5.4) incurred or suffered by Buyer that result from, relate to or arise out of: (ia) Any material any misrepresentation or breach of a representation or warranty by Seller, or on the part of Seller under this Agreement; (b) non-fulfillment of any agreement or covenant or obligation of Seller, contained in this Agreement or on the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission part of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when as required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee Escrow Agreement, the Transition Agreement, the License Agreement and the Mutual Non-Competition Agreement; (c) all Retained Liabilities of Seller; (d) all liabilities for the conduct of Seller’s business not purchased hereunder or other actions of Seller occurring after the Closing Date; and (e) all product liability claims (excluding Warranty Claims which are subject to the terms of sub-paragraphs (f) and (g) below) arising from or in connection with any products manufactured or sold by Seller prior to Closing. (f) fifty percent (50%) of all Warranty Claims over and above Two Hundred Thousand Dollars ($200,000) of Warranty Claims (the “First Warranty Claim Threshold”). For purposes of clarity, Buyer shall be required responsible for all Warranty Claims up to cooperate in good faith and including the First Warranty Claim Threshold and, thereafter subject to Section 5.1(g), Buyer and Seller shall each be responsible for fifty (50%) of the aggregate amount of all Warranty Claims that exceed the First Warranty Claim Threshold. As used herein, “Warranty Claim” means a claim made against Buyer by a purchaser of any product sold and delivered by Seller prior to the Closing Date for a breach of the warranty offered by Seller for such product and such claim fully complies with Seller to ensure the proper and adequate defense terms of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountwarranty.

Indemnification by Seller. (a) Subject to the provisions of Section 11.08 of this Agreement and Section 2.8 of the Cooperation Agreement, Seller shall indemnify, defend and hold Purchaser, its affiliates Purchaser and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) Related Parties harmless from and shall reimburse the applicable Purchaser Indemnitee and its Related Parties for any Losses (other than Excluded Liabilities) suffered or incurred by any Purchaser Indemnitee after the Closing Date which or its Related Parties, that result fromfrom or arise out of: (ia) Any material breach of a representation or warranty by Seller contained in this Agreement (it being understood that for purposes of determining the applicability of the indemnity in this sub-section (a) only, the “Knowledge of Seller” qualifier in Section 5.01(e) shall be disregarded); (b) Any breach, failure to perform or other non-fulfillment of any covenant or other obligation of Seller, Seller contained in this Agreement or the Assignment Agreementany other Transaction Document; (iic) Any servicing act repurchase obligations, make whole, indemnification or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party other obligations related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller origination representations and warranties made with respect to the Mortgage Loans from (provided that the Agency or in a shortfall of funds indemnity provided by Seller under this clause (c) shall not be deemed to pay the Current Excess Servicing Spread; (v) Any breach be an admission by Seller of the Asset Purchase liability or risk with respect to any such obligation other than to Purchaser pursuant to the terms of this Agreement); (d) Any Action by any Governmental Entity (including any Order arising therefrom) arising out of any act or omission prior to the related Servicing Transfer Date by Seller, any prior servicer, subservicer or originator in respect of any of the related Mortgage Loans or Mortgage Servicing Rights, or any actions by FHA or VA for pre-boarding delinquencies; (e) Any act or omission prior to the related Servicing Transfer Date by Seller, any prior servicer, subservicer or originator in respect of any of the related Mortgage Loans or Mortgage Servicing Rights, including any failure by Seller or such other parties to comply with Applicable Requirements prior to the related Servicing Transfer Date; (f) Any recourse Losses with respect to any Recourse Servicing; and (vig) LitigationAny Legacy Litigation Claims; provided, proceedingsthat Seller will not be responsible to Purchaser or its Related Parties for that portion, governmental investigationsif any, orders, injunctions of any Loss that arises out of or decrees resulting results from Purchaser’s or its designee’s failure to service any of the items described Mortgage Loans or Mortgage Servicing Rights after each Servicing Transfer Date in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of compliance with all Applicable Requirements Notwithstanding any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect Section 11.02 to the contrary, any Third Party Claim subject obligation to indemnification under this Agreement, the applicable Purchaser Indemnitee pay Agency Fees shall be required to cooperate in good faith with Seller to ensure governed by the proper and adequate defense provisions of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountSection 11.06.

Indemnification by Seller. (a) Subject to Section 13.01, from and after Closing Seller shall indemnify, defend indemnify against and hold Purchaserharmless Buyer, its affiliates and its Affiliates and their respective directors, managersemployees, officers, employeesdirectors, agentssuccessors and assigns (collectively, representatives the "Buyer Indemnified Parties") from, and advisors (the “Purchaser Indemnitees”) harmless agrees to promptly defend any Buyer Indemnified Party from and shall reimburse reimburse, first by recourse to the applicable Purchaser Indemnitee for Indemnity Escrow, any Buyer Indemnified Party for, any and all Losses suffered which such Buyer Indemnified Party may suffer or incurred by any Purchaser Indemnitee after the Closing Date which incur, or become subject to, as a result fromof or in connection with: (i) Any material breach of a representation any of the representations or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, warranties contained in Article III and IV of this Agreement or the Assignment Agreement, in each case, without giving effect to any materiality qualifiers (each such breach, a "Seller Warranty Breach"); (ii) Any servicing act any breach or omission nonfulfillment of any prior servicer relating to any Mortgage Loan and any act agreement or omission covenant of any party related to Seller under the origination terms of any Mortgage Loanthis Agreement; (iii) Any act, error or omission any Losses which Buyer incurs as a result of Seller in servicing accepting liability for any of enforcement action by the Mortgage Loans, including improper action or failure FCC relating to act when required any period prior to do sothe Closing; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in Losses which Buyer incurs which are a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadPre-Existing Liability (as defined below); (v) Any breach by Seller Taxes of the Asset Company or any of the Company Subsidiaries for any Pre-Closing Tax Period or the portion of any Straddle Period that are indemnifiable pursuant to Section 10.04; (vi) Seller's failure to obtain and deliver the Consents to assignment or transfer under the Real Property Leases listed on Disclosure Schedule Section 11.03(c), other than any Losses to the extent they arise out of (A) a breach of the applicable Real Property Lease by Buyer or (B) Buyer's failure to use the Real Property subject to the underlying Real Property Lease to which any such Consent relates in the ordinary course of business consistent with Seller's use thereof immediately prior to Closing; (vii) any Losses which Buyer incurs arising from the matter set forth on Disclosure Schedule Section 13.03; (viii) any fraud of the Company or any Company Subsidiary arising out of or relating to this Agreement or the transactions contemplated herein; or (ix) any fees or expenses (including without limitation, reasonable attorneys' fees) incurred by Buyer in enforcing its rights under this Section 13.03. (b) Notwithstanding any other provision to the contrary, Seller shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 13.03(a): (A) unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 13.01 and (B) with respect to Seller Warranty Breaches until the aggregate amount of Buyer Indemnified Parties' Losses resulting from Seller Warranty Breaches exceeds the Deductible and then only to the extent of such Losses in excess of the Deductible; provided, however, that the cumulative indemnification obligation of Seller under this Section 13.03 shall be satisfied first by recourse to the Indemnity Escrow Amount and shall in no event exceed the Cap, except for a Seller Warranty Breach of Section 3.21 or Section 4.05, in which case, the cumulative indemnification obligation of Seller under this Section 13.03 shall in no event exceed the amount of the Purchase AgreementPrice received by the Seller. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply in the case of any indemnification under clauses (ii) - (viii) of Section 13.03(a) of this Agreement or in the case of fraud; provided, however, that in no event shall the cumulative indemnification obligation of Seller under this Section 13.03 exceed the Final Purchase Price. (c) Each of the following shall be a "Pre-Existing Liability" for the purposes of this Agreement other than to the extent to be paid as Transaction Indebtedness pursuant to Section 2.07 or treated as a current liability in the calculation of Net Working Capital: (i) any liability related to the Indebtedness of the Company or any Company Subsidiaries to the extent not taken into account in the determination of the Final Purchase Price as provided in Section 2.4; (ii) Transaction Indebtedness to the extent not taken into account in the determination of the Final Purchase Price as provided in Section 2.4; (iii) Taxes of the Company or any of the Company Subsidiaries for any Pre-Closing Tax Period that are indemnifiable pursuant to Section 10.04 or, with respect to any Straddle Period, all Taxes imposed on the Company or any of the Company Subsidiaries attributable to the portion of such Straddle Period that ends on and includes the Closing Date; (iv) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller or the Company or any Company Subsidiary resulting from actions taken prior to the Effective Time; (v) any liability or obligation relating to or arising out of the Phantom Stock Agreements; (vi) any Actions properly brought by a Person not affiliated with or directed by the Buyer against a Grant Entity, which are due to the conduct of Seller, the Company, any Company Subsidiary or the Stations prior to the Effective Time; (vii) any liabilities of the Grant Entities or otherwise relating to the past or current operations or facilities of the Business arising under Environmental Laws, to the extent arising from or relating to facts, events or conditions which (x) were in existence or occurred on or prior to the Closing Date (including all regulatory compliance violations and all conditions of contamination identified in Buyer's Phase I Environmental Assessments conducted pursuant to Section 7.03) and (y) irrespective of whether such liabilities attach to the Grant Entities or Buyer or any other Person in the first instance; and (viviii) Litigation, proceedings, governmental investigations, orders, injunctions any liability or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion obligation relating to or arising out of any litigationstay-bonus, proceedings, governmental investigations, orders, injunctions, decrees severance payments or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment similar payments made or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect owed to any Third Party Claim subject Employee at or prior to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountClosing.

Indemnification by Seller. (a) Subject to Section 9.1 and Section 9.6, Seller shall and Seller Parent will jointly and severally indemnify, defend and hold Purchaser, its affiliates Purchaser and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) Related Parties harmless from and shall will reimburse the applicable Purchaser Indemnitee and its Related Parties for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which or its Related Parties, that result fromfrom or arise out of: (ia) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, Seller contained in this Agreement or the Assignment Agreement; (iib) Any servicing act or omission breach of any prior servicer relating to any Mortgage Loan and any act covenant, agreement or omission other obligation of any party related to the origination of any Mortgage LoanSeller contained in this Agreement; (iiic) In the event that the terms of Section 6.5 have been breached and any affected Mortgage Loan is refinanced or prepaid in full, an amount equal to the Servicing Rights Reimbursement Price; (d) In the event that (i) the Seller, an Originator, a Prior Servicer or Purchaser is required to repurchased a Mortgage Loan from an Investor due a breach by Seller, any such Originator or Prior Servicer of Applicable Requirements or (ii) a breach of any of the representations set forth in Article IV of this Agreement has occurred and the aggregate unpaid principal balance of the Mortgage Loans for which such breach has occurred exceeds the Deductible, the related Servicing Rights Reimbursement Price (even if by the time of repurchase, the servicing for the related Mortgage Loan has been terminated by the related Investor as a result of the facts and circumstances underlying such breach); (e) Any actContested Enforcement Action; (f) Any Contested Litigation; (g) Any breach by Seller, error any Originator or omission any Prior Servicer of Applicable Requirements; and/or (h) the matters set forth on Schedule 4.4 to the Seller in servicing Disclosure Letter. provided, that Seller will not be responsible to Purchaser or its Related Parties for that portion, if any, of any Loss that arises out of or results from Purchaser’s or its designee’s failure to service any of the Mortgage Loans, including improper action Loans or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results Servicing Rights after each Sale Date in a decrease in Servicing Agreements termination payments due to Seller compliance with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountall Applicable Requirements.

Indemnification by Seller. (a) From and after the Closing Date, Seller shall indemnify, hold harmless, and defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless Buyer from and against all losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any actions, suits, or proceedings commenced prior to the Closing (other than proceedings to prevent or limit the consummation of this Agreement) relating to operations at the Branches and/or the Deposit Liabilities of the Branches; and Seller shall reimburse the applicable Purchaser Indemnitee for further indemnify, hold harmless, and defend Buyer from and against all losses and liabilities, including reasonable attorneys' fees and expenses, arising out of any Losses suffered actions, suits, or incurred by any Purchaser Indemnitee proceedings commenced on or after the Closing Date which result from: to the extent the same relate to operations at the Branches and/or the Deposit Liabilities of the Branches conducted prior to the Closing Date. The obligations of Seller under this Section 8.03 shall be contingent upon Buyer giving Seller written notice (i) Any material breach of a representation receipt by Buyer of any process and/or pleadings in or warranty by Sellerrelating to any actions, suits, or non-fulfillment proceedings of any covenant or obligation of Seller, contained the kinds described in this Agreement or the Assignment Agreement; Section 8.03, including copies thereof, and (ii) Any servicing act or omission of the assertion of any prior servicer claim or demand relating to any Mortgage Loan the operation of the Branches and/or the Deposit Liabilities or Branch Loans prior to the Closing, including, to the extent known to Buyer, the identity of the person(s) or entity(ies) asserting such claim or making such demand and any act or omission the nature thereof, and including copies of any party related correspondence or other writings relating thereto. The rights of Buyer under this Section shall not apply to any suits, judgments, demands, set-offs, or other claims arising directly or indirectly in conjunction with the Branch Loans or other Assets transferred in accordance with this Agreement except claims for personal injury arising from injuries occurring at the Branches prior to the origination Closing. All notices required by the preceding sentence shall be given within fifteen (15) days of the receipt by Buyer of any Mortgage Loan; (iii) Any act, error such process or omission of Seller in servicing pleadings or any of the Mortgage Loans, including improper action oral or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees such claims or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”)demands. Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume take over Buyer's defense in any such actions, suits, or proceedings through counsel selected by Seller, to compromise and/or settle the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel same and to otherwise separately defend itself at its own expense but shall not consent to the entry prosecute any available appeals or reviews of a any adverse judgment or enter into any settlement with respect to ruling that may be entered therein. The covenants and obligations of Seller hereunder shall survive the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountClosing.

Indemnification by Seller. (a) Subject to the limitations in Sections 13.3.1 and 13.3.2, Seller shall indemnify, defend and hold agrees to indemnify Purchaser, its affiliates and its and Parent, their Affiliates, their respective directors, managers, officers, employees, agents, representatives Representatives and advisors agents and each of the successors and assigns of any of the foregoing (the “Purchaser IndemniteesIndemnified Parties”) against, and agrees to hold such Purchaser Indemnified Parties harmless from from, all losses, costs, damages (limited to actual damages and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered proven lost profits), liabilities, claims, demands, judgments, fines, settlements, fees and expenses, whether governmental or non-governmental (including reasonable fees and expenses of counsel and reasonable expenses of investigation) (collectively, “Losses”), incurred by any Purchaser Indemnitee after the Closing Date which result resulting from: : (i) Any material any {P0227089:21 } -64- inaccuracy or breach of a any representation or warranty made by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any Article VI of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Bring Down Certificate or in the Ancillary Documents, or any exhibits or schedules thereto, or in any certificate, document or instrument executed and delivered under this Agreement or any of the Ancillary Documents; (ii) any breach of or default in connection with any covenant or agreement on the part of Seller under this Agreement or any of the Ancillary Documents; and (iii) any liability incurred by Purchaser Indemnitee shall or Parent for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation arising from Seller’s agreement with any broker, finder or agent. The amount that Seller is or may be required to cooperate in good faith with Seller pay to ensure the proper and adequate defense any Purchaser Indemnified Party pursuant to this Section 13.2.1 shall be reduced (including retroactively) by (y) any insurance proceeds or other amounts actually recovered by or on behalf of such Third-Purchaser Indemnified Party Claimin reduction of the related Loss and (z) any Tax benefit that such Purchaser Indemnified Party actually realizes as a result of the incurrence of Losses for which indemnification is sought. For If a Purchaser Indemnified Party shall have received the avoidance payment required by this Agreement from Seller in respect of doubtany Loss and shall subsequently actually receive insurance proceeds in respect of such Loss, Seller’s obligations for then such Purchaser Indemnitees Indemnified Party shall pay to Seller a sum equal to the amount of such insurance proceeds actually received. Purchaser agrees that indemnification pursuant to this Article XIII, subject to all limitations on such indemnification set forth in this Agreement, shall be the sole and exclusive remedy and means of recovery by Purchaser against Seller or any of its Affiliates with respect to any claim or action seeking damages or any other form of monetary relief brought by Purchaser; provided, that notwithstanding the foregoing, Purchaser shall retain the right to seek equitable and injunctive relief as a remedy in respect of violations of Sections 8.6, and 14.2. If Seller does not meet its Indemnity Obligations under this Section 13.2.1, the Chartwell Owners will be limited liable to funds available the Purchaser Indemnified Parties, subject to the limitations set forth in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.Section 13.3.1,

Indemnification by Seller. (a) 12.1.1 Seller shall indemnify, defend agrees to indemnify and hold Purchaserthe Buyer, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives consultants, advisors, shareholders and advisors affiliates (collectively, the “Purchaser Indemnitees”"Indemnified Persons") harmless for and will pay to the Indemnified Persons the mount of any loss, liability, claim, damage, fines penalties, expense (including the costs of investigation and defense and reasonably attorney and accountant fees and expenses, court costs and all other out-of-pocket expenses) of diminution of value, whether or not involving a third party claim (collectively, "Damages"), arising directly or indirectly from and shall reimburse or in connection with or arising from each of the applicable Purchaser Indemnitee for following: 12.1.1.1 any Losses suffered claims by present or incurred by any Purchaser Indemnitee after former employees of PSA (including leased employees) in connection with their employment with or at PSA prior to the Closing Date which Date, 12.1.1.2 any other claims of whatever type or character based on any state of facts or circumstances regarding the business of PSA occurring or arising prior to the Closing Date, or 12.1.1.3 any other claims of whatever type or character arising from or as a result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant failure by Seller or obligation PSA to perform any of Seller, its covenants or obligations contained in this Agreement or any breach of any warranty or the Assignment Agreement; inaccuracy of any representation of Seller or PSA contained or referred to in this Agreement or in any certificate or document delivered by or on behalf of Seller pursuant hereto. Notwithstanding the foregoing to the contrary, indemnification for any claim brought by RMD Corporation based on facts or circumstances occurring or arising prior to the Closing Date shall continue until 60 days following termination of all such claims by expiration of the statute of limitations period or otherwise; provided, however that (i) PSA shall cooperate with Seller in providing documentation and other reasonable proof, including testimony, in defense of such claims and (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have control the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemniteeclaims defense, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemniteesettlement, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheldotherwise. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under The indemnifications provided in this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, 12.1.1 shall continue for one (1) year following the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountClosing Date.

Indemnification by Seller. Seller, Seller Parent, and Seller Principal (a) collectively, “Seller shall indemnifyIndemnitors”), defend jointly and severally, covenant and agree to defend, indemnify and hold Purchaser, harmless Purchaser and its affiliates and its and their respective officers, directors, managers, officersmembers, employees, agents, representatives successors and advisors permitted assigns (collectively, the “Purchaser Indemnitees”) harmless from and shall against, and pay or reimburse the applicable Purchaser Indemnitees for, any and all claims, Actions, demands, losses, damages, liabilities, strict liabilities, deficiencies, obligations, penalties, fines, costs and expenses (including interest and penalties with respect thereto and reasonable attorneys’ fees and out-of-pocket expenses and costs of investigation), or other damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims) fixed or contingent, liquidated or unliquidated, matured or unmatured and all demands, assessments, judgments (collectively, “Losses”), incurred by such Purchaser Indemnitee for any Losses suffered and resulting from, arising out of or incurred by any Purchaser Indemnitee after the Closing Date which result fromrelated to: (ia) Any material any inaccuracy in or breach of a any representation or warranty made by Sellerany of the Seller Indemnitors herein, in any Seller Ancillary Agreement or in any other certificate or document delivered to Purchaser pursuant to this Agreement; (b) any third party claims or other liabilities arising out of or based upon the Business or any of the Purchased Assets prior to the Closing Date; (c) any act of fraud on the part of any of the Seller Indemnitors related to this Agreement or any Seller Ancillary Agreement; (d) any breach or non-fulfillment of any covenant or obligation agreement of Seller, any of the Seller Indemnitors contained in this Agreement or the Assignment in any Seller Ancillary Agreement; (iie) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanExcluded Business; (iiif) Any act, error or omission the performance of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do soperform any services provided under any Bundled Services Agreement which comprise part of the Excluded Business; (ivg) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or Excluded Assets and any third party claims subject or other liabilities arising out of or based upon any Excluded Assets; (h) any Excluded Liabilities and any third party claims or other liabilities arising out of or based upon any Excluded Liabilities; (i) any severance, payment or other obligation due to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment employee or enter into any settlement with respect to the Third Party Claim without the prior written consent independent contractor of Seller, which consent shall not be unreasonably withheld. Any exercise including those arising out of such rights by the Closing or as a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision consequence of this Agreement. With respect Agreement or Purchaser’s election not to hire any employee of Seller; (j) any and all liabilities for Taxes owed by Seller; or (k) all actions, suits, proceedings, demands, assessments or judgments (including all reasonable attorney fees and expenses) incident to any Third Party Claim subject to indemnification under this Agreement, of the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountforegoing.

Indemnification by Seller. (a) Seller shall indemnify, defend hold harmless and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (indemnify the “Purchaser Indemnitees”) harmless Indemnitees from and against, and shall compensate and reimburse each of the applicable Purchaser Indemnitee for Indemnitees for, any Losses Damages that are suffered or incurred by any of the Purchaser Indemnitee after Indemnitees or to which any of the Closing Date which Purchaser Indemnitees may otherwise become subject at any time to the extent such Damages arise from or result fromfrom any Proceeding commenced or threatened to be commenced by any Third Person (a “Third Person Claim”) arising from any of the following: (i) Any any material breach Breach by Seller of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, Seller contained in this Agreement or the Assignment Security Interest Agreement or any certificates or other documents delivered pursuant to this Agreement or the material Breach by Seller of any covenant, condition, agreement, or obligation of Seller contained in this Agreement or the Security Interest Agreement or any certificates, notices or other documents delivered pursuant to this Agreement or the Security Interest Agreement; (ii) Any servicing act the negligence, recklessness, or omission of any prior servicer relating to any Mortgage Loan and any act intentional wrongful acts or omission of any party omissions related to this Agreement or the origination Security Interest Agreement of Seller or its Affiliates or any Mortgage Loanof their respective directors, employees or agents; (iii) Any act, error any product liability claims or omission claims of Seller in servicing infringement or misappropriation of any intellectual property rights of any Third Persons with respect to Products arising out of Purchaser’s purchase of the Mortgage Loans, including improper action Purchased Receivables or failure to act when required to do soother transactions contemplated by this Agreement; (iv) Any exercise any Proceeding initiated against Purchaser by a Third Person based on a material Breach by Seller of any rights of setoff the Material Licenses or other netting arrangements by the Agency against material agreements between Seller that results in a decrease in Servicing Agreements termination payments due and Third Persons relating to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadProducts; (v) Any breach by any Seller Event of the Asset Purchase Agreement; andDefault; (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described assignment by Seller as provided in Section 11.01(a)(i9.3(b)(iii); or (vii) – (v) above; 01. any Proceeding initiated against Purchaser shall notify Seller promptly after receiving written notice of the assertion by a Third Person based on Seller’s Breach or alleged Breach of any litigationrepresentation, proceedingswarranty, governmental investigationscovenant, orderscondition, injunctions, decrees agreement or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification obligation under this Agreement, the applicable Security Interest Agreement, the Purchaser Indemnitee shall be required Xxxx of Sale or any certificates, notices or financing statements delivered pursuant to cooperate in good faith with Seller to ensure this Agreement, the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account Security Interest Agreement or the Current Spread Reserve AccountPurchaser Xxxx of Sale or any matter of a type referred to in subsections (i) through (v); provided, that Damages arising from or resulting under the foregoing subsection (i) through (vi) are not subject to indemnification by Purchaser under Section 8.1(b).

Indemnification by Seller. From and after the Closing, and subject to the provisions of this Article VIII, Seller shall pay and indemnify fully, hold harmless and defend Purchaser, Purchaser’s affiliates, members, managers, principals, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Purchaser Indemnified Party”) from and against any and all Proceedings, charges, complaints, Judgments, decrees, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, Taxes, Liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”), arising out of or relating to: (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered inaccuracy in or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a any representation or warranty by Seller, of Seller or non-fulfillment Shareholder contained in this Agreement; (b) any breach of any covenant or obligation agreement of Seller, Seller or Shareholder contained in this Agreement Agreement; (c) any Excluded Liabilities; (d) any claim, suit or the Assignment Agreement; (ii) Any servicing act or omission of any action made against Purchaser that accrues prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of Closing; and (e) Seller’s failure to obtain any Mortgage Loan; (iii) Any actRequired Consent prior to the Closing. Notwithstanding anything in this Article VIII or this Agreement to the contrary, error or omission of Seller if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII, and if such dispute is resolved in servicing any the favor of the Mortgage LoansIndemnifying Party, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Indemnifying Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section or Section 8.02 or of the Indemnifying party’s participation therein at the Imdemnified Party’s request, and the Indemnified Party shall have reimburse the right to select separate counsel Indemnifying Party in full for the costs and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise expenses of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountlitigation.

Indemnification by Seller. (a) Subject to Sections 8.1 and 8.2, Seller shall -------------------------- will indemnify, defend and hold Purchaserharmless Buyer, its affiliates Affiliates (which for purposes of the indemnification referred to in subparagraph (iv) below, shall include Xxxxxx Xxxxxxx Xxxxxxxx & Co. and its SunTrust Equitable Securities, Inc. but shall not include NationsBank of Tennessee, N. A.) and their respective ----- --- directors, managers, officers, employees, agents, agents and representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered and all claims, demands or incurred suits (by any Purchaser Indemnitee after person or entity, including without limitation any governmental agency), losses, liabilities, actual or punitive damages, fines, penalties, obligations, payments, costs and expenses, paid or incurred, whether or not relating to, resulting from or arising out of any Third Party Claim (as hereinafter defined), including without limitation the Closing Date which result fromcosts and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, remediation, settlements and compromises relating thereto and reasonable fees and expenses of attorneys and other experts in connection therewith (individually and collectively, "Indemnifiable Losses") relating to, resulting from or arising out of any of the following: (i) Any material any breach or violation by Seller or the Company as of a representation or warranty by Seller, or non-fulfillment the Closing of any covenant of the representations or obligation warranties of Seller, Seller or the Company contained in this Agreement or the Assignment any document delivered in connection with this Agreement; (ii) Any servicing act any breach by Seller or omission the Company of any prior servicer relating to covenant of Seller or the Company contained in this Agreement or in any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loandocument delivered in connection with this Agreement; (iii) Any act, error any liability for Taxes payable by the Company on or omission after the Closing Date with respect to any taxable period ending on or prior to the Closing Date (treating any taxable period that begins before and ends after the Closing Date as if such taxable period consisted of Seller in servicing any two taxable periods with the first period ending as of the Mortgage Loans, including improper action or failure to act when required to do soClosing Date and the second period beginning on the first day after the Closing Date); (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller liability with respect to any claim asserted against the Mortgage Loans Company, Buyer or their respective Affiliates by the Person with which the Seller conducted negotiations and entered into a definitive agreement regarding the acquisition of the Company (other than Buyer) arising out of or resulting from the Agency or in a shortfall termination of funds to pay the Current Excess Servicing Spread;definitive agreement between Seller and such Person; and (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigationany action, proceedingssuit, governmental investigations, orders, injunctions claim or decrees resulting from proceeding incident to any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice foregoing or the enforcement of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account8.3(a).

Indemnification by Seller. (a) Seller shall indemnify, hereby indemnifies and agrees to defend and hold harmless Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses against all claims, damages, losses, liabilities, costs and expenses actually suffered or incurred by Purchaser (including, without limitation, settlement costs and any Purchaser Indemnitee after legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, the Closing Date which "Losses") offset by (i) any insurance proceeds actually received (notwithstanding Purchaser's responsibility to use all reasonable efforts to pursue insurance recovery) or any other proceeds received from a third-party by the Indemnified Party (defined below) as a result fromof such Losses, and (ii) any reduction in tax liability and refunds realized against taxes due for the then-current year by the Indemnified Party as a result of any such Losses (but such reductions and refunds may be offset by any tax detriment resulting from the indemnification provided hereunder) as a result of each and all of the following: (ia) Any material any misrepresentation or breach of a any representation or warranty by Seller, or non-fulfillment Seller in this Agreement; (b) any breach of any covenant covenant, agreement or obligation of Seller, Seller contained in this Agreement (including any disclosure Exhibits or the Assignment Deferred Disclosure Exhibit), the Escrow Agreement, the Xxxx of Sale, the Supply Agreement, the Reseller Agreement, or the Transition Services Agreement; (iic) Any servicing act any misrepresentation contained in any statement, certificate or omission schedule furnished by Seller pursuant to this Agreement (including any disclosure Exhibits or the Deferred Disclosure Exhibit), the Escrow Agreement, the Xxxx of any prior servicer relating to any Mortgage Loan and any act Sale, the Supply Agreement, the Reseller Agreement or omission of any party related to the origination of any Mortgage LoanTransition Services Agreement; (iiid) Any act, error or omission all liabilities of Seller in servicing any of and/or the Mortgage LoansBusiness not expressly assumed by Purchaser, including improper action or failure to act when required to do sowithout limitation the Retained Liabilities; (ive) Any exercise all liabilities for the conduct of any rights of setoff Seller's business or other netting arrangements by actions of Seller after the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadClosing Date; (vf) Any breach non-compliance by Seller the parties with Article 6 - Bulk Transfers of the Asset Purchase AgreementUniform Commercial Code; and (vig) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described Backlog Indemnification (defined in Section 11.01(a)(i7.7) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights as contemplated by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account7.7 hereof.

Indemnification by Seller. (a) Subject to this Section 9, Seller shall indemnifyagrees to defend, defend indemnify and hold Purchaser, its affiliates harmless Parent and its Buyer and their respective directorssuccessors, managersassigns and Affiliates (individually, officersa “Buyer Indemnitee”, employeesand collectively, agents, representatives and advisors (the “Purchaser Buyer Indemnitees”) harmless from and shall reimburse against and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys’ fees (both those incurred in connection with the applicable Purchaser Indemnitee for any Losses defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), net of insurance proceeds received by the Buyer Indemnittee with respect thereto (collectively, “Damages”) suffered or incurred by any Purchaser Buyer Indemnitee after the Closing Date which result fromis caused by, resulting from or arising out of: (ia) Any material any breach of a representation any representation, warranty or warranty by Seller, or non-fulfillment covenant of any covenant or obligation of Seller, Seller contained in this Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Seller at the Assignment AgreementClosing in connection herewith (it being understood and agreed that solely for purposes of determining the amount of Damages for purposes of the indemnification obligations set forth in this Article IX, all qualifications as to “materiality,” and all “Material Adverse Effect” qualifications, contained in such representations and warranties shall be disregarded and have no force or effect); (iib) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanExcluded Liabilities; (iiic) Any act, error or omission Taxes of Seller to the extent provided in servicing any of the Mortgage Loans, including improper action or failure to act when required to do soSection 2.6; (ivd) Any exercise Liabilities of any rights of setoff Seller, whether arising before or other netting arrangements by after the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect Closing Date, arising from or relating to the Mortgage Loans from ownership or actions or inactions of Seller or the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller conduct of the Asset Purchase AgreementBusiness prior to the Closing; and (vie) Litigation, proceedings, governmental investigations, orders, injunctions any and all Damages suffered or decrees resulting from incurred by Buyer Indemnitee by reason of or in connection with any claim or cause of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice action of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under the extent arising out of the operation of the Business prior to the Closing. To the extent that Seller’s undertakings set forth in this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party ClaimSection 9.1 may be unenforceable, Seller shall have contribute the right maximum amount that it is permitted to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory contribute under applicable Law to the applicable Purchaser payment and satisfaction of all Damages incurred by Buyer Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. Subject to the other terms and conditions of this Article VII, Seller shall indemnify and hold Buyer, its Affiliates (including the Operating Company) and their respective stockholders, members, managers, directors, officers and employees (each, a “Buyer Indemnified Party”), harmless from and against, any and all Losses incurred, suffered or sustained by, or imposed upon, a Buyer Indemnified Party as a result of, or arising out of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for contained in this Agreement or any Losses suffered certificate or incurred instrument delivered by any Purchaser Indemnitee after Seller upon execution of this Agreement or at the Closing Date which result from:pursuant to this Agreement; (ib) Any material any breach of a representation or warranty by Seller, or non-fulfillment of any covenant covenant, agreement or obligation of Seller, contained in to be performed by Seller pursuant to this Agreement or any certificate or instrument delivered by Seller upon execution of this Agreement or at the Assignment Closing pursuant to this Agreement; (iic) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan[reserved]; (iiid) Any act, error any Excluded Asset or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do soExcluded Businesses; (ive) Any exercise operation of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect Business prior to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing SpreadEffective Date; (vf) Any breach by Seller any Actions set forth in Section 4.05 of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions Disclosure Schedules or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to indemnification under this Agreementthe Closing Date; (g) any exception set forth in Section 4.06, 4.08 or 4.14 of the applicable Purchaser Indemnitee shall be required Disclosure Schedules; (h) any Retained Liability; or (i) any negligence or willful misconduct by Seller (i) in operating the Business from and after the Effective Date and prior to cooperate the Closing Date, (ii) in good faith with Seller performing the Support Services or (iii) in exercising Seller’s rights pursuant to ensure Section 2.08(f) during the proper and adequate defense of such ThirdEarn-Party ClaimOut Period. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees Seller shall not be limited obligated to funds available indemnify the Buyer Indemnified Parties for any Losses attributable to (A) any acts or omissions of employees of (i) the Pre-Closing Operations, during the period from any after the Effective Date and prior to the Closing Date, and (ii) the Operating Division, at any time, in each case in the Third Party Controlled Current Spread Custodial Account ordinary course of business unless such Losses are otherwise directly attributable to the negligence or the Current Spread Reserve Accountwillful misconduct of Seller, or (B) any matter that either (x) has been approved by Buyer or (y) is conducted with Buyer’s knowledge and acceptance.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date or the Subsequent Sale Date, as applicable, which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency any Owner against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency such Owner or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase and Sale Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – - (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s 's obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) After the Closing Date and subject to the additional provisions set forth in this Article VII, Seller shall indemnify, defend and hold Purchaser, its affiliates and its indemnify Buyers and their respective directorsAffiliates including, managerswithout limitation, Buyer India and Buyer’s stockholders, officers, employeesdirectors, agents, employees and representatives and advisors (the each a “Purchaser IndemniteesBuyer Indemnitee”) against, and hold each Buyer Indemnitee harmless from from, any and shall reimburse all claims, losses, damages, liabilities, diminutions in value, payments and obligations, and all expenses, including, without limitation, reasonable legal fees and costs of settlement (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy as of the applicable Purchaser Indemnitee for any Losses suffered date hereof or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a any representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, Seller contained in this Agreement, the Transaction Agreements or in any document delivered to Buyers pursuant to the provisions of this Agreement or the Assignment Agreement; Transaction Agreements; (ii) Any servicing act any breach by the Seller or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission failure of Seller in servicing to perform any of the Mortgage Loans, including improper action covenants or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results obligations contained in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the Transaction Agreements or in any document delivered to Buyer pursuant to the provisions of this Agreement or the Transaction Agreements; (iii) the Excluded Assets, Excluded Liabilities or any assets or liabilities not specifically assumed by Buyer India pursuant to the India Purchase Agreement; (iv) except to the extent specifically assumed by Buyers, any claim by any third party brought against any Buyer Indemnitee in connection with the Purchased Assets, the Business or the Retained Employees arising from the operation of the Business prior to the Closing Date; (v) any liability arising from non-compliance with any applicable Purchaser Indemnitee shall be Bulk Sale Laws; (vi) costs incurred during the six-month period commencing on the Closing Date in connection with Buyer’s acceptance of all returns of products sold by the Business on or prior to the Closing Date, provision of product warranty services to those customers who purchased products or services from the Business or any of its distributors on or prior to the Closing Date; (vii) Losses from breach of contract or other claims made by any party alleging to have had a contractual or other right to acquire the Business or the Purchased Assets; (viii) any breach or inaccuracy as of the date hereof or the Closing Date of any representation or warranty of Seller India contained in the India Purchase Agreement or in any document delivered to Buyer India pursuant thereto; (ix) any breach by Seller India or any failure of Seller India to perform any of the covenants or obligations contained in the India Purchase Agreement; and (x) subject to Section 7.6, any failure by Buyer or Buyer India to deduct or withhold from the purchase price payable under this Agreement or the India Purchase Agreement all Taxes that either Buyer or Buyer India is required to cooperate in good faith with Seller to ensure the proper deduct and adequate defense withhold under any provisions of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountany law.

Indemnification by Seller. (a) Seller shall indemnify, defend defend, save and hold Purchaserkeep Buyer, its affiliates successors and assigns and its and their respective stockholders, directors, managers, officers, employees, agentsAffiliates, representatives and advisors employees (the “Purchaser IndemniteesBuyer Indemnified Persons”) ), harmless against and from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered all Damages sustained or incurred by any Purchaser Indemnitee after of the Closing Date which foregoing Buyer Indemnified Persons as a result from: of or arising out of or by virtue of (i) Any material breach of a any incorrect representation or warranty made by SellerSeller herein, in the Ancillary Agreements, the Seller Disclosure Schedules (or non-fulfillment supplement thereto) or in any certificate, exhibit or schedule delivered to Buyer in connection herewith, (ii) any breach of any covenant or obligation to be performed hereunder by Seller; (iii) any lien, charge, Liability, Encumbrance or Seller Obligation not otherwise assumed by Buyer; (iv) any third party claim arising from the Acquired Assets, the Assigned Contracts or the transactions contemplated by this Agreement (relating to periods and events occurring prior to the Closing Date but regardless of Sellerwhen such claim is made); (v) any court, contained administrative or bankruptcy proceeding involving Seller or otherwise relating to this Agreement; (vi) fraud or willful misconduct of Seller and its directors, officers, Affiliates, representatives and employees in connection with the transactions contemplated by this Agreement or the Assignment Agreement; (ii) Any servicing act Ancillary Agreements; or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions any noncompliance with any Bulk Sales Laws or decrees resulting from any fraudulent transfer laws in respect of the items described in Section 11.01(a)(itransactions contemplated hereunder. (b) – (v) above; 01. Purchaser As soon as practicable after obtaining knowledge thereof, any Buyer Indemnified Person shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees claim or any third party claims subject demand which the Buyer Indemnified Person has determined has given or could give rise to a right of indemnification under this Agreement (each, a “Third Party Claim”)Agreement. Upon receipt of A failure to give such notice shall not negate a right to indemnification hereunder; provided, however, that the Buyer Indemnified Person shall bear any amount of Damages resulting directly from a Third Party Claimfailure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Buyer Indemnified Person and if Seller acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.1, Seller shall have the right to assume employ such counsel that is reasonably acceptable to Buyer to defend any such claim or demand asserted against the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheldBuyer Indemnified Person. A Purchaser Indemnitee The Buyer Indemnified Person shall have the right to select separate counsel and to otherwise separately defend itself participate in the defense of any said claim or demand at its own expense but cost and expense, provided that if the Buyer Indemnified Person bears a greater risk of loss than Seller, the Buyer Indemnified Person shall control the defense of said claim or demand. (c) The Buyer Indemnified Person shall make available to Seller or its representatives all records and other materials required for use in contesting any claim or demand asserted by a third party against any Buyer Indemnified Person. Whether or not Seller so elects to defend any such claim or demand, the Buyer Indemnified Person shall not consent have any obligation to defend any such claim or demand and the entry of a judgment or enter into Buyer Indemnified Person shall not waive any settlement rights it may have against Seller under this Section 7.1 with respect to any such claim or demand by electing or failing to elect to defend any such claim, provided that the Third Party Claim without Buyer Indemnified Person against which a claim or demand is asserted in the first instance shall file in a timely manner any answer or pleading with respect to a suit or proceeding in such action as is necessary to avoid default or other adverse results. (d) The indemnification obligations of Seller shall survive until the second anniversary of the Closing Date with the exception of any claims relating to breaches of representations and warranties that Seller had Knowledge of at any time prior written consent to the Closing Date, intentional breach of Sellera covenant, gross negligence, fraud, willful misconduct, claims related to Environmental Laws, Liabilities and Encumbrances related to Seller Taxes or Intellectual Property infringement issues, which consent shall not be unreasonably withheld. Any exercise survive until expiration of such rights the applicable statutory periods; provided, however, that Seller indemnification obligations hereunder shall survive with respect to any claim asserted by a Purchaser Indemnitee Buyer Indemnified Person prior to expiration of the applicable indemnification period as provided herein. (e) There shall not relieve be no liability for Seller of its obligations and liabilities under this Section 11.01 or any 7.1, unless the amount of Damages incurred by a Buyer Indemnified Person exceeds *** Dollars ($***) in the aggregate (the “Deductible Amount”). The Deductible Amount is recoverable along with all other provision of this Agreementamounts for Damages by a Buyer Indemnified Person. With respect Seller’s liability to any Third Party Claim subject to indemnification a Buyer Indemnified Person under this Agreement, the applicable Purchaser Indemnitee Section 7.1 shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds the aggregate amount of *** Dollars ($***) (the “Cap”), other than Damages that result from any claims relating to breaches of representations and warranties that Seller had Knowledge of at any time prior to the Closing Date, intentional breach of a covenant, gross negligence, fraud, willful misconduct, claims related to Environmental Laws, Liabilities and Encumbrances related to Seller Taxes or Intellectual Property infringement issues, whereupon the Cap shall not apply and the Buyer Indemnified Person may seek all additional remedies available at law or in equity. Buyer, in its sole discretion, has the Third Party Controlled Current Spread Custodial Account or right, but not the Current Spread Reserve Accountobligation, to set off and deduct from the Indemnity Holdback Amount and any Earn Out Payment that is otherwise payable the amount of any Damages incurred by any Buyer Indemnified Person.

Indemnification by Seller. (a) The Purchaser hereby agrees to accept the indemnification provisions set forth in each Third Party Servicing Agreement as such provisions relate to the servicing obligations thereunder; provided, however, that in no event such acceptance shall be construed as a limitation or waiver of the indemnification rights that Purchaser may have pursuant to this Agreement or otherwise. (b) The Seller shall agrees to indemnify, defend and hold Purchaser, its affiliates the Purchaser and its present and their respective former directors, managers, officers, employees, agents, representatives employees and advisors (the “Purchaser Indemnitees”) agents harmless from any and shall reimburse the applicable Purchaser Indemnitee for any all Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result fromsuch parties may sustain related to: (i1) Any material breach the Seller’s failure to observe and perform any or all of a representation or warranty by the Seller’s obligations, or non-fulfillment of any covenant or obligation of Seller, covenants and agreements contained in this Agreement or in any Third Party Servicing Agreement (except for the Assignment Recourse Obligations assumed by Purchaser); (2) a breach of any representation or warranty of the Seller set forth in this Agreement; (ii3) Any servicing act or omission any claims of any prior servicer nature arising out of or in connection with any action taken or omitted to be taken by the Seller or its present or former directors, officers, employees or agents, or resulting from any transaction, event, fact or circumstance relating to the Servicing Rights or the transactions contemplated herein and occurring on or prior to the Closing Date; (4) any missing, incorrect or defective documents delivered to Purchaser hereunder and which is required for the Purchaser to perform its obligations under a Third Party Servicing Agreement; (5) any Mortgage Loan that has been wrongfully classified in the Mortgage Loan Schedule and results in such Mortgage Loan not being covered by insurance, guaranty or similar coverage as represented by the classification code in the related Mortgage Loan Schedule; (6) any claim or other litigation, action or proceeding (including, without limitation, any Litigation and any act class action involving Seller, a Third Party Servicing Agreement or omission the Servicing Rights), and any settlement of any claim or other litigation, action or proceeding, in each case arising out of any Third Party Servicing Agreement or the Servicing Rights occurring in whole or in part on or before the Closing Date; (7) any claim made upon Purchaser by a third party as a result of acts or omissions of Seller, relating to the servicing of the Mortgage Loans by Seller; (8) any Excluded Mortgage Loan or the servicing thereof by the Seller; (9) any failure from Seller to reimburse Purchaser under the Recourse Obligation Reimbursement Rights; (10) any claim from a Person arising out of or in connection with the execution of this Agreement by Purchaser, Seller’s offer to sell the Servicing Rights and Advance Receivables, in whole in part, or the transfer of Servicing Rights and Advance Receivables, in whole or in part, including, without limitation, the Servicing Rights and Advance Receivables related to the origination Pools owned by FHLMC and GNMA; or (11) any claim and/or liability arising out of or in connection with any employment practices of Seller (including any severance or other payment required by law to be made by Seller) based on the actions or omissions of Seller, related to any of Seller’s former employees whose employment relationship with Seller ended in connection with or as a result of the transactions contemplated under this Agreement. (c) All claims made by Purchaser pursuant to this Section 5.06 shall be answered by Seller within a period of sixty (60) days of Seller’s receipt of the claim, or, any lesser period necessary to avoid loss of any Mortgage Loan; (iii) defense or counterclaim. Any actdenial of a claim by Seller shall be notified in writing to Purchaser during the period set forth above, error or omission of Seller in servicing any of with the Mortgage Loansreasons for such denial and including sufficient supporting documentation. Moreover, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect Purchaser shall give prompt notice to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigationclaim, proceedingsor the commencement of any action or proceeding, governmental investigationsin respect of which indemnity may be sought hereunder; provided, ordershowever, injunctions, decrees or any third party claims subject that the failure by Purchaser to indemnification give such notice shall not relieve Seller of its obligations under this Agreement (each, a “Third Party Claim”)Section 5.06 except to the extent that Seller is prejudiced by such failure to give notice. Upon receipt of such notice of a Third Party Claim, The Seller shall have the right to to, and shall at the request of the Purchaser, assume the defense of any such Third Party Claim using counsel of suit, action or proceeding at its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which own expense. The Seller shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into liable under this Section 5.06 for any settlement with respect to the Third Party Claim effected without the prior written its consent of Sellerany claim, litigation or proceeding in respect of which indemnity may be sought hereunder, which consent shall not be unreasonably withheld. Any exercise . (d) All indemnification obligations under this Agreement shall survive termination of this Agreement until November 30, 2010, except with respect to unresolved claims for indemnification outstanding as of such rights by a date in connection with Seller’s indemnification obligation which will survive until such claims are finally resolved. Notwithstanding anything to the contrary contained in this Section 5.06, but subject to the next sentence of this Section 5.06(d), the Purchaser Indemnitee shall not relieve make a claim for indemnification pursuant to clause (b) of this Section 5.06 unless and until its aggregate Losses equal or exceed one hundred thousand dollars ($100,000) (the “Threshold Amount”), whereupon Seller shall be liable and obligated to indemnify the Purchaser for all Losses incurred, including all amounts comprising the Threshold Amount and any excess thereof. After the Threshold Amount has been exceeded, the Purchaser agrees to submit to Seller additional claims for indemnification only to the extent the aggregate amount of its such additional claims equal or exceed the Threshold Amount, whereupon Seller shall be liable and obligated to indemnify Purchaser for all Losses incurred, including all amounts comprising the Threshold Amount and any excess thereof. In addition, Seller’s cumulative indemnification obligations and liabilities under this Section 11.01 or 5.06 shall not exceed Ten Million Dollars ($10,000,000) (the “Cap Amount”). Notwithstanding the foregoing, Seller acknowledges that any other provision claim for indemnification by the Purchaser pursuant to Sections 5.06(b)(8), (9) and (10) shall survive indefinitely after the Closing Date (Section 5.06(b)(10) to survive any termination of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper ) and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited subject to funds available the Threshold Amount and the Cap Amount. Purchaser acknowledges and agrees that the indemnification provisions in this Section 5.06 shall be the Third Party Controlled Current Spread Custodial Account or exclusive remedy of Purchaser for the Current Spread Reserve Accountrecovery of monetary damages for claims with respect to the transactions contemplated by this Agreement. (e) Any indemnification to which the Purchaser is entitled under this Section 5.06 as a consequence of any Losses sustained by it (other than indemnification pursuant to Section 5.06(b)(10)) shall first be made as a payment to the Purchaser in accordance with the terms of the Escrow Agreement and, to the extent that the aggregate amount of such payments exceeds the Escrow Amount plus any interest accrued thereon, the Purchaser shall have the right to seek any indemnification to which it is entitled under this Section 5.06. Notwithstanding the foregoing, Purchaser may, at its option, claim directly against Seller for any indemnification to which it may be entitled under Section 5.06(b)(10).

Indemnification by Seller. (a) Subject to the terms and conditions of this Agreement, Seller shall indemnifywill defend, defend indemnify and hold Purchaser, its affiliates Buyer and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) Affiliates harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: against: (i) Any material all claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and expenses of attorneys, accountants, consultants or other experts or witnesses incurred in the investigation or prosecution of any non third-party Action) related to (A) an Excluded Liability or (B) any breach of a representation and warranty or warranty by covenant of Seller or Seller, or non-fulfillment of any covenant or obligation of Seller, contained 's Affiliates in this Agreement or the Assignment Agreement; and (ii) Any servicing act or omission all costs and expenses of any prior servicer relating to any Mortgage Loan Buyer (including without limitation reasonable fees and any act or omission expenses of any party related to attorneys) incurred in connection with the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise successful enforcement of any rights of setoff or other netting arrangements Buyer under the indemnity provided in this Section 9.01. (b) Promptly after receipt by the Agency Buyer of notice of any third-party Action in respect of which indemnity may be sought against Seller that results hereunder (for purposes of this Section 9.01, a "Buyer's Assertion"), Buyer will notify Seller in a decrease in Servicing Agreements termination payments due writing of the Buyer's Assertion, but the failure to so notify Seller with respect will not relieve Seller of any liability it may have to Buyer, except to the Mortgage Loans from extent Seller has suffered actual prejudice thereby. Seller will be entitled to participate in the Agency or in a shortfall defense of funds such Buyer's Assertion. If Seller, by written notice to pay the Current Excess Servicing Spread; (v) Any breach Buyer within 30 days after receipt by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of such Buyer's Assertion, acknowledges its responsibility to indemnify Buyer based on the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third facts alleged in the third-party claims subject Action and the Buyer's Assertion and if Seller elects to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claimdo so, Seller shall have the right will also be entitled to assume the defense of such Third Party Claim using Buyer's Assertion, at its own expense, with counsel of its choice chosen by it which will be reasonably satisfactory to Buyer. With respect to any such Buyer's Assertion, Buyer will promptly provide Seller with: (i) notice and copies of any documents served upon Buyer; and (ii) all reasonable cooperation which Seller deems necessary to defend such Buyer's Assertion, including without limitation providing Seller and its outside attorneys access to any potentially-relevant documents, information, or individuals within the applicable Purchaser Indemniteecontrol of Buyer, but may not other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Seller and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Seller may have elected as provided above to assume the defense of any settlement Buyer's Assertion, Buyer (c) Notwithstanding anything in this Section 9.01 to the contrary: (i) Seller will have no obligation with respect to any Buyer's Assertion if, in connection therewith, Buyer, without the prior written consent of Seller, settles or compromises any Action or consents to the applicable Purchaser Indemniteeentry of any judgment (provided Seller has not rejected the Buyer's Assertion or failed to respond within the time allotted under Section 9.01(b) above to proper notice of the Buyer's Assertion, in which shall not case Seller's obligation will be unreasonably withheld. A Purchaser Indemnitee shall have determined by mutual agreement between the right Parties or under the procedures described in Section 9.03 below); and (ii) Seller will not, without the written consent of Buyer with respect to select separate counsel and to otherwise separately defend itself at its own expense but shall not any Buyer's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a duly executed written release of Buyer from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Buyer; or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Buyer or enter into its counsel, may materially adversely affect Buyer, it being acknowledged and agreed that any settlement or compromise pursuant to which the sole relief is monetary damages that are paid in full by Seller will not be deemed to materially adversely affect Buyer. (d) Upon the payment of any settlement or judgment pursuant to this Section 9.01 with respect to the Third Party Claim without the prior written consent any Buyer's Assertion, Seller will be subrogated to all rights and remedies of Seller, which consent shall not be unreasonably withheld. Any exercise Buyer against any third party in respect of such rights Buyer's Assertion to the extent of the amount so paid by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under Seller. (e) The indemnity provided for by this Section 11.01 or any other provision 9.01 will be Buyer's exclusive source of this Agreement. With recovery against Seller with respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Accountmatters covered hereby.

Indemnification by Seller. (a) Except as otherwise provided in Article X below, Seller shall indemnifydefend, defend indemnify and hold PurchaserBuyer, its affiliates Affiliates and its respective successors and permitted assigns, and their respective shareholders, members, partners (general and limited), officers, directors, managers, officers, employees, agents, representatives and advisors representatives, and each of their heirs, executors, successors and assigns (the “Purchaser Indemnitees”"Buyer Indemnified Parties") harmless from and against and in respect of any and all actual damages relating to any demands, claims, lawsuits, causes of action, losses, investigations and other proceedings (whether or not before a Governmental Entity and whether or not brought by a third party), including reasonable attorney's fees, court costs and other documented out-of-pocket expenses incurred investigating or preparing the foregoing, but excluding in all cases any special, indirect, incidental, consequential, or punitive damages (except for reasonable attorney's fees, court costs and other documented out-of-pocket expenses incurred investigating or preparing the foregoing) (collectively, "Damages") which arise out of (i) any breach of any of the representations and warranties contained in Article III and Article IV hereof (except for the representations and warranties set forth in Section 4.14 which shall reimburse be governed by Section 9.2(a)(iv) below), (ii) any breach of any of the applicable Purchaser Indemnitee covenants of Seller in this Agreement, (iii) any Employee Liabilities or any contributions, payments or other obligations arising out of the administration, sponsorship or participation of the Current LIG Employees and former employees of the LIG Companies in any Benefit Plan, (iv) (A) Environmental Liabilities relating to the ownership or operations of the Business or the assets of the LIG Companies prior to the Closing Date, (B) any breach of the representations and warranties set forth in Section 4.14 or (C) any Environmental Liabilities to the extent arising from the treatment, disposal or arranging for disposal of Hazardous Substances on or prior to the Closing Date by, or on behalf of, any Losses suffered LIG Company at any location not owned or incurred leased by any Purchaser Indemnitee LIG Company; (v) fines or penalties required to be paid by or to a Governmental Entity pertaining to the ownership or operations of the LIG Companies or their assets on or prior to the Closing Date (other than those included in clause (xi) of this Section 9(a); (vi)(A) any Action pending or which may be asserted with respect to the matters listed on Schedule 4.8 or (B) any personal or property loss claims arising from the ownership or operations of the LIG Companies of their assets or the Business prior to the Closing Date, whether or not such claims are pending or otherwise asserted prior to the Closing Date, (vii) any liabilities of any LIG Company to Seller or any of its Affiliates or their respective shareholders, members, officers, managers or partners (past or present) (other than obligations to persons employed by Buyer that arise after the Closing Date and are not otherwise the responsibility of Seller under this Agreement or obligations pursuant to the agreements and arrangements set forth on Schedule 6.13) to the extent arising in or attributable to the period prior to the Closing Date, (viii) liabilities arising from or relating to real, personal or intangible rights or properties that were previously owned by any LIG Company but are not owned by a LIG Company on the Closing Date, including liabilities relating to contracts or agreements to which result froma LIG Company was a party that are expired, terminated or otherwise of no legal effect as of the Closing Date; (ix) any liabilities under any Contract relating to a breach, misallocation, calculation error, rate refund, measurement problem or similar event relating to performance under such Contract prior to the Closing Date; provided that any such liabilities shall be offset from any positive impact of a similar type issue or matter under such Contract; provided, that Seller's indemnity obligation under this Section 9.2(a)(ix) shall expire on the second anniversary of the Closing Date; (x) any obligations or liabilities with respect to the matters set forth in Section 6.14 other than as set forth in the last sentence of Section 6.14, with a breach of the covenant in such sentence to be governed by Section 10.1(a); (xi) any fines, penalties or assessments imposed by Governmental Entities arising from or related to those matters described in Schedules 4.9 (excluding Item 2) and 4.14 (excluding the Xxxxx Xxxxx matter set forth on Schedule 4.14 (the "Xxxxx Xxxxx Matter")), which shall not be subject to Seller's Threshold; and (xii) any Damages incurred in connection with the Xxxxx Xxxxx Matter; provided that such indemnity shall be subject to the provisions set forth in Section 9.2(b)(iv)(E), (F), (G), and (H). (b) The foregoing obligation to indemnify Buyer Indemnified Parties set forth in Section 9.2(a) shall be subject to each of the following limitations: (i) Any material Seller's indemnification obligations under Section 9.2(a)(i) shall be subject to the Survival Period limitations set forth in Section 9.1. (ii) No reimbursement or payment for any Damages asserted against Seller under Section 9.2(a)(i) above shall be required unless and until the cumulative aggregate amount of such Damages equals or exceeds one and one-half percent (1.5%) of the Final Purchase Price (the "Seller's Threshold") and then only to the extent that the cumulative aggregate amount of Damages, as finally determined, exceeds the Seller's Threshold; provided that in calculating Seller's Threshold any Damages which individually total less than Fifty Thousand United States Dollars (US $50,000) each ("De Minimis Buyer Losses") shall be excluded in their entirety and Seller in any event shall have no liability hereunder to any Buyer Indemnified Parties for any such De Minimis Buyer Losses regardless of the status of the Seller's Threshold; provided further, that Damages totaling less than $50,000, but arising from or related to a common occurrence or related events will be aggregated and such aggregated amount shall not, if in excess of $50,000, be treated as a De Minimis Buyer Loss. (iii) Seller shall not be liable for any Damages to the extent that Buyer collects such Damages under the Equitable Indemnity. Buyer is not obligated to file suit or undertake other legal action under Equitable Indemnity before seeking indemnity from Seller. (iv) Seller's indemnification obligations set forth in Section 9.2(a)(iv) are subject to the additional limitations set forth below: (A) Except with respect the indemnification obligations set forth in Section 9.2(a)(iv)(C), (i) Seller shall only be liable for Environmental Liabilities to the extent that a written claim is provided to Seller in a reasonably detailed written communication prior to the second anniversary of the Closing Date and Buyer shall afford the Seller a reasonable opportunity to evaluate the conditions giving rise to such claim and (ii) Seller shall only be liable for breaches of the representations and warranties set forth in Section 4.14 to the extent that a written claim is provided to Seller in accordance with Section 9.1(b) prior to the end of the Survival Period; provided, that, if a claim under Section 9.2(a)(iv)(A) or (C) could also constitute a breach of a representation or warranty by Sellerunder Section 4.14, Buyer is not precluded from making after such Survival Period a claim under Section 9.2(a)(iv)(A) or non-fulfillment of any covenant or obligation of Seller, contained (C) so long as Buyer is in compliance with the provisions and procedures for making such a claim under this Agreement or the Assignment Agreement;. (iiB) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller Except with respect to the Mortgage Loans indemnification obligations set forth in Section 9.2(a)(iv)(C), Seller shall not be liable for any Damages except to the extent that the aggregate amount of such Damages exceeds $800,000 (the "Environmental Indemnity Threshold") and then Seller shall only be liable for 2/3 of the next $5,000,000 in Damages (in excess of the Environmental Indemnity Threshold) and then 100% of Damages incurred in excess of $5,800,000 of Damages in the aggregate (the "Environmental Contribution Percentage") until the Environmental Indemnity Cap (as defined below). (C) Except with respect the indemnification obligations set forth in Section 9.2(a)(iv)(C), Seller's indemnification obligation under Section 9.2(a)(iv) shall not exceed $6,000,000 (the "Environmental Indemnity Cap"). (D) Except with respect the indemnification obligations set forth in Section 9.2(a)(iv)(C), Seller shall not be liable for any Damages which individually total less than Fifty Thousand United States Dollars (US $50,000) each ("De Minimis Environmental Losses"). De Minimis Environmental Losses shall be excluded in their entirety from the Agency Environmental Indemnity Threshold and Seller in any event shall have no liability hereunder to any Buyer Indemnified Party for any such De Minimis Environmental Losses regardless of the status of the Environmental Indemnity Threshold; provided, however, that Environmental Losses totaling less than $50,000, but arising from or related to a common occurrence or common circumstances, will be aggregated and such aggregated amount shall not, if in excess of $50,000, be treated as a De Minimis Environmental Loss. (E) Seller shall not be responsible for any Damages that arise out of any action to meet a cleanup or remedial standard under Environmental Law that is more stringent or costly than necessary for the continued use of any property or facility as it was last used by any of the LIG Companies prior to the Closing Date under Environmental Laws applicable as of the Closing Date. (F) Seller shall not be responsible for any costs of any post-Closing construction, demolition or renovation of any facilities owned, leased or operated by any of the LIG Companies including any asbestos abatement obligations arising from such activities. (G) Seller shall not be liable for any Damages to the extent such Damages relate to or arise from any matter that is specifically subject to TRC Arrangements and to the extent actually paid or remediated thereunder and Buyer shall be obligated to pursue any recovery under such TRC Arrangements prior to making any claim for indemnification of those Damages under Section 9.2(a)(iv) or the Xxxxx Xxxxx Matter. (H) Seller, shall be entitled, but not obligated, to undertake and control, with the Buyer Indemnified Parties' reasonable participation, any investigation, remediation or other action required by Environmental Law (and any negotiation with Governmental Entities regarding same) with respect to such matter covered by the indemnification provisions of Section 9.2(a)(iv) or the Xxxxx Xxxxx Matter, but in doing so it must avoid any material interference with the operations of the LIG Companies. The Buyer Indemnified Parties shall cause the LIG Companies to afford the Seller reasonable access to any relevant property or facility to undertake any such investigation, remediation or other action (it being understood that if Seller does not assume responsibility for undertaking actions pursuant to this subsection, the Buyer Indemnified Parties may undertake, with the Seller's reasonable oversight and participation, in good faith, to complete such actions in a shortfall reasonably cost effective manner). Seller will indemnify Buyer and the LIG Companies from and against any Damages related to or arising from Seller's or its agents' or employees' performance of funds to pay the Current Excess Servicing Spread;remediation work or their presence on the premises of Buyer or the LIG Companies. (v) Any breach by Seller's indemnification obligations set forth in Section 9.2(a)(iv)(C), 9.2(a)(v), 9.2(a)(vi)(B), and 9.2(a)(viii) shall be subject to the additional limitations set forth below: (A) Seller shall only be liable for Damages with respect to such sections to the extent that a written claim is provided to Seller in a reasonably detailed written communication prior to the second anniversary of the Asset Purchase Agreement; andClosing Date and Buyer shall afford the Seller a reasonable opportunity to evaluate the conditions giving rise to such claim. (viB) Litigation, proceedings, governmental investigations, orders, injunctions No reimbursement or decrees resulting from payment for any Damages asserted against Seller under such sections shall be required unless and until the cumulative aggregate amount of such Damages for all indemnification claims made under such sections equals or exceeds $2,000,000 (the "Special Indemnity Threshold") and then Seller shall be liable only to the extent that the cumulative aggregate amount of Damages exceeds the Special Indemnity Threshold; provided that in calculating the Special Indemnity Threshold any Damages which individually total less than Fifty Thousand United States Dollars (US $50,000) each ("De Minimis Special Indemnity Losses") shall be excluded in their entirety and Seller in any event shall have no liability hereunder to any Buyer Indemnified Parties for any such De Minimis Special Indemnity Losses regardless of the items described status of the Special Indemnity Threshold; provided further, that Damages totaling less than $50,000, but arising from or related to a common occurrence or related events will be aggregated and such aggregated amount shall not, if in excess of $50,000, be treated as a De Minimis Special Indemnity Loss. (c) Notwithstanding anything to the contrary contained in this Agreement, with the exception of the Tax indemnification provisions of Article X, Sellers' aggregate liability to Buyer and its Affiliates for all Damages (including any Damages incurred to the Environmental Cap) under or relating to this Agreement and the Transition Services Agreement and the transactions contemplated hereby and thereby shall not exceed $38,100,000. (d) The indemnities provided in this Section 9.2 shall survive the Closing. Absent an action relating to fraud, the indemnity provided in this Section 9.2 shall be the sole and exclusive remedy of the indemnified party against the indemnifying parties at law or equity for any matter covered by Section 9.2(a). (e) Except as otherwise set forth in Section 11.01(a)(i) – (v) above; 01. Purchaser 9.2, Buyer shall notify give Seller promptly after receiving prompt written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject claim which may give rise to indemnification any indemnity obligation under this Agreement (eachSection, a “Third Party Claim”). Upon receipt together with the estimated amount of such notice of a Third Party Claimclaim, and Seller shall have the right to assume the defense of any such Third Party Claim using claim through counsel of its choice own choosing, by so notifying Buyer within sixty (60) days of receipt of Buyer's written notice; provided, however, that Seller's counsel shall be reasonably satisfactory to Buyer. Failure to give prompt notice shall not affect the applicable Purchaser Indemniteeindemnification obligations hereunder in the absence of actual prejudice. If Buyer desires to participate in, but not control, any such defense assumed by Seller, it may not enter into do so at its sole cost and expense. If Seller declines to assume any settlement such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Buyer, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Seller is liable for such claim pursuant to the terms of this Agreement. No party shall, without the prior written consent of the applicable Purchaser Indemniteeother parties, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other parties or any Subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other parties for any liability arising out of such claim or demand or any related claim or demand. A Purchaser Indemnitee The foregoing provision shall not apply to Seller's control of the matters set forth in Schedule 4.8 which shall be governed by Section 6.3(e), (f) Notwithstanding anything to the foregoing set forth in Section 9.2(a) or anywhere else in this Agreement, Seller shall have the right no indemnification obligation to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement Buyer with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve AccountDamages regarding Pipeline Integrity.

Indemnification by Seller. (a) Subject to the terms, conditions, and limitations set forth in this Agreement, Seller shall indemnifyagrees from and after the Closing to defend, defend indemnify and hold Purchaser, its affiliates harmless Buyer (and its and their respective directors, managers, officers, employees, agents, representatives Affiliates and advisors (the “Purchaser Indemnitees”shareholders) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or against all losses, liabilities, damages, costs, claims, obligations and expense (including, without limitation, reasonable fees and expenses of attorneys and accountants) ("Losses") actually incurred by Buyer or any Purchaser Indemnitee after of such other indemnified parties to the Closing Date which result from: extent arising from (i) Any material any breach of a any representation or warranty made by SellerSeller in this Agreement, the Assumption Agreement and Bill of Sale, the copyright assignment to be deliverxx xursuant to Section 3.01(a)(i) hereof or non-fulfillment the certificate to be delivered pursuant to Section 3.01(a)(iii) hereof, (ii) any breach of any covenant or obligation of Seller, contained made by Seller in this Agreement, the Assumption Agreement and Bill of Sale or the Assignment Agreement; (iicopyright assignment to be delivxxxx pursuant to Section 3.01(a)(i) Any servicing act hereof, or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission any failure of Seller in servicing to perform or satisfy any of the Mortgage Loans, including improper action or failure to act when required to do so;Excluded Liability. (ivb) Any exercise Promptly after receipt by Buyer of notice of any rights third-party Action in respect of setoff or other netting arrangements by the Agency which indemnity may be sought against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (eachfor purposes of this Section 9.02, a “Third Party Claim”"Buyer's Assertion"), Buyer will notify Seller in writing of the Buyer's Assertion, but the failure to so notify Seller will not relieve Seller of any liability it may have to Buyer, except to the extent Seller suffered actual prejudice thereby. Upon receipt Seller will be entitled to participate in the defense of such Buyer's Assertion. If Seller, by written notice to Buyer within 30 days after receipt by Seller of notice of a Third Party Claimsuch Buyer's Assertion, acknowledges its responsibility to indemnify Buyer based on the facts alleged in the third party Action and the Buyer's Assertion and if Seller elects to do so, Seller shall have the right will also be entitled to assume the defense of such Third Party Claim using Buyer's Assertion, at its own expense, with counsel of its choice chosen by it which will be reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this AgreementBuyer. With respect to any Third Party Claim subject such Buyer's Assertion, Buyer will promptly provide Seller with: (i) notice and copies of any documents served upon Buyer; and (ii) all reasonable cooperation which Seller deems necessary to indemnification under this Agreementdefend such Buyer's Assertion, including without limitation providing Seller and its outside attorneys access to any potentially relevant documents, information, or individuals within the applicable Purchaser Indemnitee shall be required control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to cooperate the Business is contained in good faith with such documents or information, Seller and Buyer will enter into appropriate secrecy commitments to ensure protect such documents or information. Notwithstanding that Seller may have elected as provided above to assume the proper and adequate defense of such Third-Party Claim. For any Buyer's Assertion, Buyer will have the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited right to funds available participate in the Third Party Controlled Current Spread Custodial Account or investigation and defense thereof, with separate counsel chosen by Buyer, but in such event the Current Spread Reserve Accountfees and expenses of Buyer (above those which would otherwise have been incurred) and such separate counsel will be paid by Buyer.

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnifyindemnify Purchaser and its Affiliates (including after the Effective Time, defend the Company and hold Purchaser, its affiliates the CHUHC Subsidiaries) and its and their respective officers, directors, managers, officers, employees, agentssuccessors and assigns (collectively, representatives the "Purchaser Indemnified Persons") against, and advisors (hold the “Purchaser Indemnitees”) Indemnified Persons harmless from and shall reimburse the applicable Purchaser Indemnitee for any from, all Losses suffered or incurred by any of the Purchaser Indemnitee after Indemnified Persons to the extent arising out of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which result from:will be determined with reference to such specified date); (ib) Any material any breach of a representation or warranty by Seller, or non-fulfillment of any covenant covenant, agreement or obligation of Seller, contained in this Agreement to be performed by Seller or the Assignment Company (prior to the Effective Time) pursuant to this Agreement; (i) any post-payment review by, or claims, Actions, audits, (ii) Any servicing act Actions filed by any Third Party Payor or omission any Governmental Authority, including without limitation, the Centers for Medicare & Medicaid Services, the U.S. Department of any prior servicer Health and Human Services, Office of Inspector General, U.S. Department of Justice, Medicare and Medicaid administrative contractors or intermediaries, recovery auditors (formerly, recovery audit contractors), long-term care audits, zone program integrity contractors or specialty medical review contractors, or other agencies or persons with respect to health care fraud or False Claims Act Matters, qui tam or whistle blower actions, and relating to the provision of services or the submission of claims by the Company or any Mortgage Loan and any act or omission of any party related CHUHC Subsidiary with respect to the origination operation of any Mortgage Loanthe Business prior to the Effective Time; (iii) Any actany Health Care Audits by any Governmental Authority or Third Party Payor, error or omission of Seller in servicing Actions by any Governmental Authority or Third Party Payor, relating to (A) the operation of the Mortgage LoansBusiness prior to the Effective Time, including improper action (B) the Company's or failure to act when required to do so;any CHUHC Subsidiary's participation in any Program, or (C) the Company's or any CHUHC Subsidiary's performance of any Third Party Payor Contact; and (iv) Any exercise medical malpractice claims arising out of any rights or relating to the provision of setoff or other netting arrangements services by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller Company or any CHUHC Subsidiary with respect to the Mortgage Loans from operation of the Agency or in a shortfall of funds Business prior to pay the Current Excess Servicing SpreadEffective Time; (vd) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have including without limitation, for personal injury or property damage, based upon, resulting from or arising out of the right to assume operation of the defense of such Third Party Claim using counsel of its choice reasonably satisfactory Business prior to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.Effective Time;

Indemnification by Seller. (a) Seller shall indemnify, defend hereby agrees to indemnify and hold Purchaserharmless Buyer, its affiliates and its and their respective officers, directors, managers, officers, employees, and agents, representatives (individually, an “Indemnified Party” and advisors (the collectively, “Purchaser IndemniteesIndemnified Parties”) harmless from against and shall reimburse in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the applicable Purchaser Indemnitee for reasonable fees, disbursements and expenses of attorneys and consultants) of any Losses kind or nature whatsoever (collectively, “Damages”), to the extent sustained, suffered or incurred by or made against any Purchaser Indemnitee after the Closing Date which result fromIndemnified Party, based upon, arising out of or in connection with: (i) Any material any breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained agreement made by Seller in this Agreement or the Assignment Agreement;; or (ii) Any servicing act or omission any breach of any prior servicer relating representation or warranty made by Seller in this Agreement. (b) Buyer will give prompt written notice to Seller of any Mortgage Loan claim for indemnification hereunder, specifying to the extent known the amount and nature of the claim, and any act or omission matter which in Buyer’s opinion is likely to give rise to an indemnification claim. The failure of Buyer to so notify Seller of any party related such action shall not relieve Seller from any liability which it may have to Buyer (i) other than pursuant to this Section 4.1 or (ii) under this Section 4.1 unless, and only to the origination of any Mortgage Loan; (iii) Any actextent that, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or such failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that notify results in a decrease in Servicing Agreements termination payments due to the forfeiture of substantive rights or defenses or otherwise materially and adversely affects Seller. Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall will have the right to assume control the defense through counsel of their choosing. Buyer will have the right to the extent of its interests to participate on its own behalf and at its own expense in such Third Party Claim using matter or its settlement through counsel of its choice reasonably satisfactory to the applicable Purchaser Indemniteechoosing. Seller agrees that it will not, but may not enter into any settlement without the prior written consent of the applicable Purchaser IndemniteeBuyer, which consent shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not , settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if Buyer is a judgment party thereto) unless such settlement, compromise or enter into consent includes an unconditional release of Buyer from all liability arising or that may arise out of such claim, action or proceeding. Seller shall not be liable for any settlement with respect to the Third Party Claim of any claim, action or proceeding affected against Buyer without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such The rights by a Purchaser Indemnitee accorded to Buyer hereunder shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect be in addition to any Third Party Claim subject to indemnification under this Agreementrights Buyer may have at common law, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with by separate agreement or otherwise. (c) Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited liable for any Loss or Losses pursuant to funds available this section (i) unless and until the aggregate amount of all Buyer Losses incurred by the Buyer Indemnitees exceeds $25,000, in which event Seller shall be liable for all Buyer Losses in excess of $25,000, and (ii) to the extent that Buyer Losses exceed $291,000 in the Third Party Controlled Current Spread Custodial Account aggregate; provided, however, nothing contained in this section shall be deemed to limit or the Current Spread Reserve Accountrestrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Residential Servicing Business Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the limitations set forth in Sections 8.1 and 8.4, Seller shall indemnify, defend hereby agrees to indemnify and hold Purchaser, its affiliates Buyer and its and their respective directors, managersemployees, officers, employees, agents, representatives directors and advisors affiliates (the each a “Purchaser IndemniteesBuyer Indemnified Party”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) imposed upon or incurred by any Purchaser Indemnitee after Buyer Indemnified Party as a result of or in connection with any of the Closing Date which result fromfollowing: (i) Any material Subject to the limitations set forth in Sections 8.1 and 8.4, the breach of a representation or warranty made by Seller, or non-fulfillment of any covenant or obligation of Seller, contained Seller in this Agreement or the Assignment Agreement;in any agreement or instrument executed in connection herewith or pursuant hereto; or (ii) Any servicing act the breach of, or omission of default in the performance of, any prior servicer relating covenant, agreement or obligation to be performed by Seller, in whatever capacity, pursuant to this Agreement or any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loan;instrument executed in connection herewith or pursuant hereto; and (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so;Retained Liabilities. (ivb) Any exercise Within thirty (30) days after receipt by a Buyer Indemnified Party of any rights notice of setoff an Action or other netting arrangements event giving rise to a claim by the Agency against Seller that results in Xxxxx (a decrease in Servicing Agreements termination payments due to Seller “Buyer Claim”) with respect to the Mortgage Loans from the Agency or in which a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject Buyer Indemnified Party may be entitled to indemnification under this Agreement Section 8.2, the party receiving such notice shall notify (eachthe “Buyer Claim Notice”) Seller in writing of the commencement of such Action or the assertion of such Buyer Claim; provided, a “Third however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice to Seller. Seller shall have the option, and shall notify the Buyer Indemnified Party Claim”in writing within 10 Business Days after the date of the Buyer Claim Notice of their election, either: (A) to participate (at the expense of Seller) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) to take charge of and control the defense of such Action or Buyer Claim (at the expense of Seller). Upon receipt If Seller elects to control the defense, it will not compromise or settle the Action or Buyer Claim if (X) the amount to be paid in settlement exceeds the Maximum Indemnity Amount or (Y) the settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto. If Seller fails to notify the Buyer Indemnified Party of their election within the applicable response period, then Seller shall be deemed to have elected not to control the defense of such notice Action or Buyer Claim. If Seller elects to control the defense of a Third Party any Action or Buyer Claim, Seller the Buyer Indemnified Party shall have the right to assume employ separate counsel and participate in the defense of such Third Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of the Buyer Indemnified Party unless: (1) the named parties in such Action or Buyer Claim using (including any impleaded parties) include both the Buyer Indemnified Party and the Seller and the Buyer Indemnified Party shall have been advised by such counsel of its choice reasonably satisfactory that there may be one or more legal defenses available to it that are different from or additional to those available to the applicable Purchaser IndemniteeSeller, but or (2) the Buyer Indemnified Party has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Buyer Claims, the Maximum Indemnity Amount (in which case, Seller shall not enter into have the right to control the defense of such Action or Buyer Claim on behalf of the Buyer Indemnified Party, it being understood, however, that Seller shall not, in connection with such Action or Buyer Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any settlement without local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). (c) If Seller does not control the defense of any Action or Buyer Claim, then the Buyer Indemnified Party may settle such Action or Buyer Claim with the prior written consent of the applicable Purchaser Indemnitee, which shall Seller (not to be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account).

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitee based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller shall indemnifycontained in this Agreement, defend the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which result from:will be determined with reference to such specified date); (ib) Any material any breach of a representation or warranty by Seller, or non-fulfillment of any covenant covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller, contained in Seller pursuant to this Agreement or the Assignment Agreement; (iic) Any servicing act any Excluded Asset or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage LoanExcluded Liability; (iiid) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising prior to indemnification under this Agreementthe Closing Date; or (e) Seller shall indemnify and hold the Buyer Indemnitees harmless against any and all Losses arising directly or indirectly from any allegation, claim or complaint that is the applicable Purchaser Indemnitee shall be required to cooperate result of, or in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubtconnection with, Seller’s conduct of its business under the Regional Franchise Agreements up to and including the Closing Date, the exercise of its rights and carrying out of its obligations for Purchaser Indemnitees shall not be limited under the Regional Franchise Agreements (including any claims attributable to funds available in the Third Party Controlled Current Spread Custodial Account conduct of a Franchisee or Sales Associate or any of their employees, or any claims brought by a prospective or actual Franchisee and/or government agency concerning Seller’s solicitation and other dealings with prospective and actual Franchisees) up to and including the Current Spread Reserve AccountClosing Date.

Indemnification by Seller. In addition to and in no way limiting any other provisions of this Agreement: (a) Seller shall indemnify, defend hereby agrees subsequent to the Closing Date to indemnify and hold Purchaser, its affiliates Purchaser and its and their respective directors, managerspersons serving as shareholders, officers, employeesdirectors, agentsemployees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, representatives and advisors (the “"Purchaser Indemnitees”Indemnified Parties") harmless from from, and shall reimburse against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the applicable Purchaser Indemnitee for any Losses foregoing) which may be sustained or suffered or incurred by any Purchaser Indemnitee after of them arising out of or based upon any of the Closing Date which result fromfollowing matters: (i) Any material breach of a representation fraud or warranty intentional misrepresentation by Seller, Seller in or non-fulfillment of any covenant of its representations, warranties or obligation of Seller, contained in covenants under this Agreement or the Assignment Agreementany Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) Any servicing act or omission any other breach of any prior servicer relating to representation, warranty or covenant of Seller under this Agreement or any Mortgage Loan and Related Agreement or in any act certificate, schedule, exhibit or omission financial statement delivered pursuant hereto or thereto, or by reason of any party related to the origination claim, action or proceedings asserted or instituted growing out of any Mortgage Loan;matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any affiliate of the Business or performance by Seller or any affiliate under any Assumed Contract prior to closing; and (iii) Any act, error or omission any liability obligation of Seller relating to any Excluded Liabilities. (b) Notwithstanding the foregoing, the right of Purchaser Indemnified Parties to indemnification under subsection 9.1(a) shall be subject to the following provisions: (i) no indemnification pursuant to Subsection 9.1(a) shall be payable to any Purchaser Indemnified Party unless the total of Purchaser Indemnified Losses pursuant to Subsection 9.1(a) shall exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) in servicing any the aggregate, whereupon the full amount of such claims in excess of Twenty-Five Thousand and 00/100 Purchaser Indemnified Losses that result from or relate to a breach of Sections 2.4 and 2.9 of this Agreement by Seller; and (ii) Purchaser Indemnified Losses under Section 9.1(a)(i), shall entitle Purchaser to recover such Purchaser Indemnified Losses dollar for dollar without regard to the Mortgage Loans, including improper action or failure to act when required to do soTwenty-Five Thousand and 00/100 Dollars ($25,000.00) threshold; (ivii) Any exercise the indemnification obligations of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to claims pursuant to Subsections 9.1(a)(ii) and 9.1(a)(iii) shall be limited in the Mortgage Loans from aggregate to the Agency or in a shortfall of funds to pay Purchase Price (the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement"Indemnification Cap"); and (viiii) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. no indemnification shall be payable to a Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Indemnified Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to a claim asserted pursuant to Subsection 9.1(a) at any time after the Third Party Claim without date two (2) years subsequent to the Closing Date (the "Indemnification Termination Date"); provided however, that any written claims made by Purchaser Indemnified Parties pursuant to Section 9.1 (a) prior written consent of Sellerto the Indemnification Termination Date which have not been resolved prior to the Indemnification Termination Date may be pursued and resolved after the Indemnification Termination Date. Notwithstanding the foregoing, which consent the two (2) year survival period shall not be unreasonably withheld. Any exercise apply to breaches of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account2.

Indemnification by Seller. Subject to the limitations set forth in Section 12.4, Seller, the Shareholders, and the Principals (acollectively, the “Seller Indemnifying Parties” or individually, “Seller Indemnifying Party”) Seller shall indemnifywill, defend jointly and severally, indemnify and hold Purchaserharmless Buyer, its affiliates and its and their respective shareholders, directors, managers, officers, employees, agents, Affiliates, and representatives and advisors (collectively, the “Purchaser Buyer Indemnitees”) harmless from in respect of any and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered all Damages, whether or not due and payable, whenever arising, incurred by any Purchaser Indemnitee after the Closing Date which result fromBuyer Indemnitees in connection with: (ia) Any material any breach or inaccuracy of a any representation or warranty made by Seller, or non-fulfillment of with respect to any covenant or obligation of Seller, contained Seller Indemnifying Party in this Agreement or in any Transaction Document delivered at the Assignment AgreementClosing by Seller or other Seller Indemnifying Party; (iib) Any servicing act or omission any breach of any prior servicer covenant, agreement or undertaking made by or with respect to any Seller Indemnifying Party in this Agreement or in any Transaction Document delivered at the Closing by any Seller Indemnifying Party; (c) any Excluded Liabilities; (d) any Damages arising on or after the Effective Time and before the third anniversary of the Effective Time relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loanmatters set forth on Schedule 12.2; (iiie) Any actany fraud, error constructive fraud, fraudulent inducement, or omission of Seller intentional misrepresentation made in servicing any of the Mortgage Loans, including improper action this Agreement by or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency Seller or in a shortfall of funds to pay the Current Excess Servicing Spread;any Seller Indemnifying Party; or (vf) Any breach any errors or inaccuracies in the Audited Financial Statements (or differences between the Draft and Final Audited Financial Statements) that in the aggregate overstated Seller’s earnings on a pre-tax basis by Seller of $60,000 or more for the Asset Purchase Agreementfiscal year ended June 30, 2010; and (vi) Litigationin this event, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser Parties agree that Damages for this purpose shall notify Seller promptly after receiving written notice of equal the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt aggregate amount of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights overstatement multiplied by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account7.1234.

Indemnification by Seller. (a) Subject to the limitations set forth in Sections 8.1 and 8.4, Seller shall indemnify, defend hereby agrees to indemnify and hold Purchaser, its affiliates Buyer and its and their respective directors, managersemployees, officers, employees, agents, representatives directors and advisors Affiliates (the each a “Purchaser IndemniteesBuyer Indemnified Party”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) imposed upon or incurred by any Purchaser Indemnitee after Buyer Indemnified Party as a result of or in connection with any of the Closing Date which result fromfollowing: (i) Any material the breach of a representation or warranty made by Seller, or non-fulfillment of any covenant or obligation of Seller, contained Seller in this Agreement or the Assignment Agreement; (ii) Any servicing act the breach of, or omission of default in the performance of, any prior servicer relating covenant, agreement or obligation to be performed by Seller, in whatever capacity, pursuant to this Agreement or any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loan;instrument executed in connection herewith or pursuant hereto; and (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so;Retained Liabilities. (ivb) Any exercise Within thirty (30) days after receipt by a Buyer Indemnified Party of any rights notice of setoff an Action or other netting arrangements event giving rise to a claim by the Agency against Seller that results in Buyer (a decrease in Servicing Agreements termination payments due to Seller “Buyer Claim”) with respect to the Mortgage Loans from the Agency or in which a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject Buyer Indemnified Party may be entitled to indemnification under this Agreement Section 8.2 the party receiving such notice shall notify (eachthe “Buyer Claim Notice”) Seller in writing of the commencement of such Action or the assertion of such Buyer Claim. Seller shall have the option, a “Third and shall notify the Buyer Indemnified Party Claim”in writing within 10 Business Days after the date of the Buyer Claim Notice of their election, either: (A) to participate (at the expense of Seller) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) to take charge of and control the defense of such Action or Buyer Claim (at the expense of Seller). Upon receipt If Seller elects to control the defense, it will not compromise or settle the Action or Buyer Claim if (i) the amount to be paid in settlement exceeds the Maximum Indemnity Amount or (ii) the settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto. If Seller fails to notify the Buyer Indemnified Party of their election within the applicable response period, then Seller shall be deemed to have elected not to control the defense of such notice Action or Buyer Claim. If Seller elects to control the defense of a Third Party any Action or Buyer Claim, Seller the Buyer Indemnified Party shall have the right to assume employ separate counsel and participate in the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser IndemniteeAction or Buyer Claim, but may not enter into any settlement without the prior written consent fees and expenses of such counsel shall be at the expense of the applicable Purchaser IndemniteeBuyer Indemnified Party. (c) If Seller does not control the defense of any Action or Buyer Claim, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment Buyer Indemnified Party may only settle such Action or enter into any settlement Buyer Claim with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase and Sale Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above;; provided, however, that the applicable Purchaser Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Seller, which such failure of mitigation shall not relieve Seller of its indemnification obligations in this Section 11.01 but may affect the amount of such obligation; and further provided, that any Losses 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.

Indemnification by Seller. (a) Subject to the limitations set forth in Sections 8.1, 8.4, and 7.2, Seller shall indemnify, defend and PFC (the "Seller Indemnifying Parties") hereby agree to indemnify and hold Purchaser, its affiliates the Buyer and its and their respective directors, managersemployees, officers, employees, agents, representatives directors and advisors affiliates (the “Purchaser Indemnitees”each a "Buyer Indemnified Party") harmless from and shall reimburse the applicable Purchaser Indemnitee for against any Losses suffered and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") imposed upon or incurred by any Purchaser Indemnitee after Buyer Indemnified Party as a result of or in connection with any of the Closing Date which result fromfollowing: (i) Any material breach of a representation or warranty made by SellerSeller in Article III of this Agreement; provided, that for purposes of this provision, a breach of a representation or non-fulfillment warranty that is qualified by materiality or Material Adverse Effect shall be deemed to occur if there would have been a breach of any covenant such representation or obligation of Seller, contained in this Agreement or the Assignment Agreement;warranty absent such qualification; or (ii) Any servicing act The breach of, or omission of default in the performance by Seller of, any prior servicer relating covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any Mortgage Loan and any act agreement or omission of any party related to the origination of any Mortgage Loan;instrument executed in connection herewith or pursuant hereto. (iiib) Any act, error or omission Within thirty (30) days after receipt by a Buyer Indemnified Party of Seller in servicing any notice of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff an Action or other netting arrangements by the Agency against Seller that results in event giving rise to a decrease in Servicing Agreements termination payments due to Seller buyer claim (a "Buyer Claim") with respect to the Mortgage Loans from the Agency or in which a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject Buyer Indemnified Party may be entitled to indemnification under this Agreement Section 8.2, the party receiving such notice shall notify (eachthe "Buyer Claim Notice") the Seller Indemnifying Parties in writing of the commencement of such Action or the assertion of such Buyer Claim; provided, a “Third however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice to the Seller Indemnifying Parties. The Seller Indemnifying Parties shall have the option, and shall notify the Buyer Indemnified Party Claim”in writing within ten (10) business days after the date of the Buyer Claim Notice of their election, either: (A) to participate (at the expense of the Seller Indemnifying Parties) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) to take charge of and control the defense of such Action or Buyer Claim (at the expense of the Seller Indemnifying Parties). Upon receipt If the Seller Indemnifying Parties elect to control the defense, it will not compromise or settle the Action or Buyer Claim if (X) the amount to be paid in settlement exceeds the Maximum Indemnity Amount or (Y) the settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto. If the Seller Indemnifying Parties fail to notify the Buyer Indemnified Party of their election within the applicable response period, then the Seller Indemnifying Parties shall be deemed to have elected not to control the defense of such notice Action or Buyer Claim. If the Seller Indemnifying Parties elect to control the defense of a Third Party any Action or Buyer Claim, Seller the Buyer Indemnified Party shall have the right to assume employ separate counsel and participate in the defense of such Third Action or Buyer Claim, but the fees and expenses of such counsel shall be at the expense of the Buyer Indemnified Party unless: (1) the named parties in such Action or Buyer Claim using (including any impleaded parties) include both the Buyer Indemnified Party and an indemnifying party and the Buyer Indemnified Party shall have been advised by such counsel of its choice reasonably satisfactory that there may be one or more legal defenses available to it that are different from or additional to those available to the applicable Purchaser Indemniteeindemnifying party, but or (2) the Buyer Indemnified Party has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Buyer Claims, the Maximum Indemnity Amount (in which case, the Seller Indemnifying Parties shall not enter into have the right to control the defense of such Action or Buyer Claim on behalf of the Buyer Indemnified Party, it being understood, however, that the Seller Indemnifying Parties shall not, in connection with such Action or Buyer Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any settlement without local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). (c) If the Seller Indemnifying Parties do not control the defense of any Action or Buyer Claim, then the Buyer Indemnified Party may settle such Action or Buyer Claim with the prior written consent of the applicable Purchaser Indemnitee, which shall Seller Indemnifying Party (not to be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account).

Indemnification by Seller. (a) Subject to the provisions of Subparagraph ------------------------- 7.d below, Seller shall indemnify, defend and hold Purchaser, its affiliates Buyer and its and their respective directors, managers, officers, employees, stockholders, agents, representatives affiliates and advisors assigns (collectively, the “Purchaser Indemnitees”"Buyer Indemnified Parties") harmless from and shall against and, to the extent the same constitute out-of-pocket expenditures by any Buyer Indemnified Party, to promptly reimburse the applicable Purchaser Indemnitee for any Losses suffered or Buyer Indemnified Parties for, all losses, liabilities, indebtedness, damages, actions, judgments, penalties, fines, costs, costs of defense and settlement, obligations, taxes, expenses, and fees, including, without limitation, all reasonable attorneys' fees and court costs ("Losses"), incurred by or asserted against any Purchaser Indemnitee after Buyer Indemnified Party, resulting from, arising out of, relating to, in the Closing Date which result from: nature of or caused by (i) Any material the breach of a representation or warranty by Sellerany representation, or non-fulfillment of any warranty, covenant or obligation agreement of Seller, contained Seller set forth in this Agreement or any Seller's Instrument (other than the Assignment Service Agreement; , the License Agreement or the Management Agreement); (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan the Excluded Assets and any act or omission of any party related to the origination of any Mortgage Loan; Excluded Liabilities; (iii) Any actany suit, error action, claim, proceeding or omission investigation pending or threatened against or affecting the Purchased Assets or the Subject Businesses arising from any matter or state of facts existing prior to the Closing, regardless of whether it is disclosed by Seller in servicing this Agreement; (iv) the cost and expense of defending any action, demand, or claim by any third party (a "Third Party Claim") against or affecting any Buyer Indemnified Party, the Subject Businesses, the Purchased Assets, which, if true or successful, would give rise to a breach of any of the Mortgage Loansrepresentations, including improper action warranties, covenants or failure agreements of Seller set forth in this Agreement or any Seller's Instrument or would cause any Buyer Indemnified Party or the Purchased Assets to act when required be subject to do so; any obligation, liability or indebtedness referred to in clause (ivii) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; above; (v) Any breach any failure of Seller to comply with any bulk sales laws; provided that the foregoing shall not be construed as a determination by Seller of either party that any such acts are applicable to the Asset Purchase transactions contemplated by this Agreement; and or (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any costs incurred by Buyer in excess of the items described in Section 11.01(a)(iNinety-Five Thousand Dollar ($95,000.00) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice amount budgeted for completion of the assertion micro-filming project to be performed under the Greenwich Medical Center Contract. In addition to any other rights or remedies Buyer may have, Buyer shall be entitled to make claims against the Escrow Cash pursuant to the terms and procedures set forth in the Escrow Agreement for the amount of any litigationLosses that it has sustained or that it reasonably believes it may sustain, proceedingsand to offset from the Escrow Cash any amount ultimately determined to be due and owing to Buyer by way of indemnification pursuant to this Section, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have all in accordance with the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent terms of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01 or any other provision of this Escrow Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Current Spread Custodial Account or the Current Spread Reserve Account.