Common use of REIMBURSEMENT OF EXPENSES; INDEMNITY Clause in Contracts

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges attorneys' fees not to exceed $3,000.00 plus costs and disbursements expenses of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentpreparation, negotiation, documentation, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; provided, however, costs and expenses of Lender for attorneys fees in connection with the preparation, negotiation and documentation of the lending transaction evidenced by this Agreement shall not exceed $3,000.00 plus the reasonable expenses of Lender's counsel; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnifyINDEMNIFY, pay and hold harmless Lender and all of its AffiliatesPAY AND HOLD HARMLESS THE LENDER AND ANY OF ITS OFFICERS, officersDIRECTORS, directorsEMPLOYEES OR AGENTS AND ANY SUBSEQUENT HOLDER OF THE NOTE FROM AND AGAINST ANY AND ALL LIABILITIES, employees or agents and any subsequent holder of the Warehousing Note OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (collectively called the “Indemnitees”THE "INDEMNIFIED LIABILITIES") from and against all liabilities(INCLUDING, obligationsWITHOUT LIMITATION, lossesINDEMNIFIED LIABILITIES RESULTING, damagesIN WHOLE OR IN PART, penaltiesFROM LENDER'S OWN NEGLIGENCE OR STRICT LIABILITY) WHICH MAY BE IMPOSED UPON, judgmentsINCURRED BY OR ASSERTED AGAINST THE LENDER OR SUCH HOLDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, suitsTHE NOTE, costsOR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITIES RESULT (DIRECTLY OR INDIRECTLY) FROM ANY CLAIMS MADE, expenses and disbursements of every kind or nature OR ANY ACTIONS, SUITS OR PROCEEDINGS COMMENCED OR THREATENED, BY OR ON BEHALF OF ANY CREDITOR (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”EXCLUDING THE LENDER AND THE HOLDER OR HOLDERS OF THE NOTE), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesSECURITY HOLDER, SHAREHOLDER, CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY PERSON HAVING ANY DEALINGS OF ANY KIND WITH THE COMPANY), TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY ACTING IN SUCH CAPACITY, THE COMPANY OR ANY GOVERNMENTAL REGULATORY BODY OR AUTHORITY. To the extent that the undertaking to indemnifyTHE FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT THE INDEMNIFIED LIABILITIES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LENDER OR LENDER'S OWN VIOLATIONS OF REGULATIONS APPLICABLE TO IT. THE AGREEMENT OF THE COMPANY CONTAINED IN THIS SUBSECTION (C) SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE NOTE. ATTORNEYS' FEES AND DISBURSEMENTS INCURRED IN ENFORCING, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyOR ON APPEAL FROM, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingA JUDGMENT PURSUANT HERETO SHALL BE RECOVERABLE SEPARATELY FROM AND IN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentAND THIS CLAUSE IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT AND TO SURVIVE AND NOT BE MERGED INTO SUCH JUDGMENT.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document documentation production fee of Three Thousand Five Hundred Dollars ($3,500) in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”',); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower Borrowers must: (a) pay Lender Credit Agent a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender Credit Agent may require and all out-of-pocket costs and expenses of LenderCredit Agent, including reasonable fees, service charges and disbursements of counsel to Lender Credit Agent (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender Credit Agent and Lenders and any other holder of the Warehousing Note Notes from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender Credit Agent and Lenders and any other holder of the Warehousing Note Notes harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Credit Agent and each Lender and all of its Affiliates, their officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note Notes and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.2 (v) or 9.3(f9.3 (f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has Borrowers have no obligation under this Agreement to any Indemnitee with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Borrowers must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower Borrowers contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, the Sublimit Note and other Loan Documents, Documents and the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan DocumentsAdvances; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note and the Sublimit Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note and the Sublimit Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note and the Sublimit Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, the Sublimit Note or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note, the Sublimit Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature Documents (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note and the Sublimit Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower Borrowers must: : (a) pay Lender a such document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender Credit Agent may require and all out-of-pocket costs and expenses of LenderCredit Agent, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and the other Loan DocumentsDocuments and the making and repayment of the Advances, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless Lender Credit Agent, and any other holder of the Warehousing Note Notes from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender Credit Agent, and any other holder of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless Lender and all Credit Agent, each Lender, any of its Affiliates, their officers, directors, employees or agents and any subsequent other holder of the Warehousing Note Notes (collectively called collectively, the “Indemnitees”) from and against all liabilities, obligations, actual losses, damages, penalties, judgments, direct suits, costs, expenses and disbursements of every any kind or nature whatsoever (including the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) ), exclusive of indirect, consequential and other similar losses, in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documentshereby or thereby, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.2(y) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (collectively, the “Indemnified Liabilities”), except that Borrower has Borrowers have no obligation under this Agreement to any Indemnity with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Borrowers must contribute the maximum portion that it is they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower Borrowers contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay Lender a document production fee promptly when billed: (i) all the actual and reasonable out of pocket costs, fees and expenses, including, but not limited to, costs, fees and expenses (other than legal costs, fees and expenses) incurred by the Administrative Agent relating to the preparation of the Loan Documents and incurred by the Administrative Agent relating to any consents, amendments, waivers, or other modifications to the Loan Documents; (ii) the reasonable and documented costs, fees, expenses, and disbursements of counsel to Administrative Agent in connection with the preparation negotiation, preparation, execution, and negotiation administration of this Agreement in an aggregate amount not to exceed $25,000 at the Loan Documents and any timeconsents, amendments, waivers, or other modifications thereto and any other documents or matters requested by Borrower; (biii) pay such additional documentation production all other actual and reasonable out of pocket costs, fees as and expenses incurred by Administrative Agent, in connection with the establishment of the facility, site inspection costs and expenses, and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; (iv) all reasonable and documented out of pocket costs, fees and expenses (including reasonable attorneys’ costs, fees and expenses, which attorneys may be employees of Administrative Agent or a Lender) and the costs, fees and expenses of appraisers, brokers, investment bankers or other experts retained by Administrative Agent and each Lender may require and in connection with the enforcement of or preservation of rights under any of the Loan Documents against Borrower, Guarantor or any other Person, or the administration thereof; (v) all reasonable out-of-pocket costs costs, fees and expenses (including reasonable attorney’s costs, fees and expenses) and the costs, fees and expenses of appraisers, brokers, investment bankers or other experts retained by Administrative Agent and each Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with (x) any refinancing or restructuring of the amendmentcredit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, enforcement and administration (y) any litigation, proceeding or dispute arising hereunder except to the extent arising out of the bad faith, gross negligence, willful misconduct or material breach of this Agreement, the Warehousing Note, and Agreement or any other Loan DocumentsDocument by the Person seeking such payment, the making, repayment and as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes amounts owing with respect to the foregoing matters Warehousing Notes. The amount of all such costs, fees and save Lender expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and Collateral. (db) indemnify, pay Borrower shall indemnify and hold harmless Lender Administrative Agent, Lenders and all of its their respective parents, Affiliates, officers, directors, employees or employees, attorneys, and agents and any permitted subsequent holder of the any Warehousing Note Note, and all those claiming by, through or under any Lender (collectively called the each, an “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penaltiescosts, judgmentsfees and expenses of every nature and character arising out of this Agreement or any of the other Loan Documents or the transactions contemplated hereby (“Damages”) including, suitswithout limitation (i) any actual or proposed use by Borrower of the proceeds of the Loan, (ii) Borrower’s or any of its Subsidiaries’ entering into, or performing this Agreement or any of the other Loan Documents, and (iii) with respect to Borrower and its properties and assets, the violation of any applicable Law, in each case including, without limitation, the reasonable costs, fees, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification to the extent that the Damages resulted directly from such Indemnified Party’s (x) acting in bad faith or not with willful misconduct or gross negligence, or (y) material breach of this Agreement or any other Loan Document. In litigation, or the Indemnitees have been designated preparation therefor, the Administrative Agent and Lenders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, Borrower agrees to pay promptly the reasonable costs, fees and expenses of such counsel. If, and to the extent that the obligations of Borrower under this Section 11.2(b) are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable Law. The provisions of this Section 11.2(b) shall survive the repayment of the Loan and the termination of the obligations of Administrative Agent and Lenders hereunder. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 11.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Affiliate of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Affiliate, as parties to the case may be, such proceedingLender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed cost, fee, expense or indemnified loss, claim, damage, liability or related cost, fee or expense, as the case may be imposed uponbe, was incurred by or asserted against the Administrative Agent (or any such Indemnitees sub-agent) in any manner relating to or arising out of this Agreement, the Warehousing Noteits capacity as such, or against any other Loan Document or Affiliate of any of the transactions contemplated by this Agreement, foregoing acting for the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind Administrative Agent (or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counselany such sub-agent) in connection with any investigative, administrative or judicial proceeding, whether or not such capacity. The obligations of the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation Lenders under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement paragraph are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive several and not be merged into such judgmentjoint or joint and several.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document documentation production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed Three Thousand Five Hundred Dollars ($25,000 at any time; (b3,500) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the preparation, negotiation, documentation, amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note Notes from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreementhereby or thereby (the n Indemnified Liabilitiesn); provided, however, that the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees Company shall have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless harm' ess as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (c) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document documentation production fee of $5,000 to the Lender, and all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, disbursements and service charges of Xxxxxx & Xxxxxxx LLP, special counsel to the Lender) of the Lender, in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note Notes from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentpreparation, negotiation, documentation, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; provided, -------- however, costs and expenses of Lender for attorneys fees in connection with the ------- preparation, negotiation and documentation of the lending transaction evidenced by this Agreement shall not exceed $3,000.00 plus the reasonable expenses of Lender's counsel; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnifyINDEMNIFY, pay and hold harmless Lender and all of its AffiliatesPAY AND HOLD HARMLESS THE LENDER AND ANY OF ITS OFFICERS, officersDIRECTORS, directorsEMPLOYEES OR AGENTS AND ANY SUBSEQUENT HOLDER OF THE NOTE FROM AND AGAINST ANY AND ALL LIABILITIES, employees or agents and any subsequent holder of the Warehousing Note OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (collectively called the “Indemnitees”THE "INDEMNIFIED LIABILITIES") from and against all liabilitiesWHICH MAY BE IMPOSED UPON, obligationsINCURRED BY OR ASSERTED AGAINST THE LENDER OR SUCH HOLDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, lossesTHE NOTE, damagesOR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITIES RESULT (DIRECTLY OR INDIRECTLY) FROM ANY CLAIMS MADE, penaltiesOR ANY ACTIONS, judgmentsSUITS OR PROCEEDINGS COMMENCED OR THREATENED, suits, costs, expenses and disbursements of every kind or nature BY OR ON BEHALF OF ANY CREDITOR (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”EXCLUDING THE LENDER AND THE HOLDER OR HOLDERS OF THE NOTE), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesSECURITY HOLDER, SHAREHOLDER, CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY PERSON HAVING ANY DEALINGS OF ANY KIND WITH THE COMPANY), TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY ACTING IN SUCH CAPACITY, THE COMPANY OR ANY GOVERNMENTAL REGULATORY BODY OR AUTHORITY. To the extent that the undertaking to indemnifyTHE FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT THE INDEMNIFIED LIABILITIES RESULT FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LENDER OR LENDER'S OWN VIOLATIONS OF REGULATIONS APPLICABLE TO IT. THE AGREEMENT OF THE COMPANY CONTAINED IN THIS SUBSECTION (c) SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE NOTE. ATTORNEYS' FEES AND DISBURSEMENTS INCURRED IN ENFORCING, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyOR ON APPEAL FROM, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingA JUDGMENT PURSUANT HERETO SHALL BE RECOVERABLE SEPARATELY FROM AND, or on appeal fromIN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentAND THIS CLAUSE IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT AND TO SURVIVE AND NOT BE MERGED INTO SUCH JUDGMENT.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan DocumentsAdvances; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature whatsoever (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature Documents (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: 12.2(a) Whether or not the transactions contemplated hereby shall be consummated, Borrowers jointly and severally agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of LenderCredit Agent and each Lender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Credit Agent and each Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by either Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by Credit Agent and each Lender in connection with the establishment of the facility, the syndication of the Warehousing Note from Commitment and againstthe negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; and (iv) all present reasonable out-of-pocket expenses (including reasonable attorneys fees and future stampcosts, documentary which attorneys may be employees of Credit Agent or a Lender and the fees and costs of appraisers, brokers, investment bankers or other similar taxes experts retained by Credit Agent or any Lender) incurred by Credit Agent and each Lender in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against either Borrower or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Credit Agent’s or any Lender’s relationship with either Borrower, except to the extent arising out of such Person’s bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan Document, as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of amounts owing with respect to the foregoing matters Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender be an Obligation secured by any Collateral. 12.2(b) Borrowers jointly and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay severally shall indemnify and hold harmless Lender Credit Agent, Lenders and all of its Affiliatestheir respective parents, affiliates, officers, directors, employees or employees, attorneys, and agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by either Borrower or any of their Subsidiaries of the proceeds of the Loan, (ii) either Borrowers or any of their Subsidiaries entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to a Borrower and its Subsidiaries and their respective properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of counsel to the Indemnitees (including and allocated costs of internal counsel) counsel incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted in bad faith, incurred by with willful misconduct, gross negligence, or asserted against such Indemnitees in any manner relating to or arising out material breach of this Agreement, the Warehousing Note, Agreement or any other Loan Document Document. In litigation, or any of the transactions contemplated by this Agreementpreparation therefor, Credit Agent and Lenders shall be entitled to select their respective own counsel and, in addition to the Warehousing Note foregoing indemnity, Borrowers jointly and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including severally agree to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking obligations of Borrowers under this Section 12.2(b) are unenforceable for any reason, Borrowers jointly and severally agree to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 12.2(b) shall survive the repayment of the Loan and to survive the termination of the obligations of Credit Agent and not be merged into such judgmentLenders hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Company agrees to: 12.1 pay all of the Agent's, and up to One Thousand Dollars (a$1,000) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all each Lender's, out-of-pocket costs and expenses of Lenderexpenses, including reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Loan DocumentsFacilities Papers; 12.2 pay all of the Agent's and each Lender's, out-of-pocket costs and expenses, including reasonable attorneys' fees, in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, interest thereon; 12.3 pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; 12.4 pay all of the Agent's Fees and Custodian's Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (d) and 12.5 indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of (the Warehousing Note (collectively called the “Indemnitees”"INDEMNIFIED PARTIES") from and against the "INDEMNIFIED LIABILITIES", which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable attorneys' fees and disbursements disbursements) of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that kind whatsoever which may be imposed upon, incurred by or asserted against such Indemnitees any of the Indemnified Parties in any manner way relating to or arising out of this Agreement, any of the Warehousing Note, or any other Loan Document Facilities Papers or any of the transactions contemplated thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits or proceedings commenced or threatened, by this Agreementor on behalf of any creditor (excluding any of the Indemnified Parties), security holder, shareholder, customer (including any Person having any dealings of any kind with the Company), trustee, conservator, receiver, director, officer, employee and/or agent of the Company acting in such capacity, the Warehousing Note Company or any Governmental Authority (excluding the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Comptroller of the Currency and any other banking regulatory body or authority having jurisdiction over the Agent or any Lender that is a bank) or any other Loan DocumentsPerson; provided that to the extent, including against all if any, that any of such claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with etc. is caused by any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Party's gross negligence or willful misconduct of any such Indemniteesmisconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, ALTHOUGH TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, SUCH INDEMNITY SHALL NOT BE REDUCED ON ACCOUNT OF SUCH CLAIMS, LIABILITIES, ETC. To the extent that the undertaking to indemnifyTO ANY EXTENT (I) OWED, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyIN WHOLE OR IN PART, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, or on appeal fromOR (II) CAUSED OR CONTRIBUTED TO BY ANY INDEMNIFIED PARTY'S SOLE OR CONCURRENT SIMPLE NEGLIGENCE THAT DOES NOT AMOUNT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentIT BEING THE COMPANY'S INTENTION TO HEREBY INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THEIR OWN SOLE OR CONCURRENT SIMPLE NEGLIGENCE.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: : (a) pay Lender a document production fee all reasonable out-of-pocket costs and expenses incurred by Lender, including without limitation reasonable attorneys’ fees, in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel)Lender, actually incurred in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.1(n) or 9.3(f9.2(e) or the making of any Bridge Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”"INDEMNITEES") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. The Borrower must: shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that the Borrower has shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower must shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of the Borrower contained in this Article survives Subsection (c) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the preparation, negotiation, documentation, amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note Notes from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (c) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing NoteObligations. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such Such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 12.4(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower must: agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of LenderAdministrative Agent and each Lender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Administrative Agent and each Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and each Lender in connection with the establishment of the Warehousing Note from facility, and againstthe negotiation, all present preparation, and future stamp, documentary and other similar taxes with respect to execution of the foregoing matters and save Lender Loan Documents and any consents, amendments, waivers, or other holder of modifications thereto and the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxestransactions contemplated thereby; and (div) indemnifyall reasonable out-of-pocket expenses (including reasonable attorneys fees and costs, pay and hold harmless which attorneys may be employees of the Administrative Agent or any Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counselappraisers, brokers, investment bankers or other experts retained by Lender) incurred by Administrative Agent and each Lender in connection with (x) the enforcement of or preservation of rights under any investigativeof the Loan Documents against Borrower or any other Person, administrative or judicial proceedingthe administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or not the Indemnitees have been designated as parties to such proceeding) that may be imposed uponotherwise, incurred by or asserted against such Indemnitees in any manner relating way related to Administrative Agent’s or any Lender’s relationship with Borrower, except to the extent arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Person’s gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred finally determined by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.court of

REIMBURSEMENT OF EXPENSES; INDEMNITY. 11.4(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower must: agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of LenderLender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by Lender in connection with the establishment of the Warehousing Note from facility, and againstthe negotiation, all present preparation, and future stamp, documentary and other similar taxes with respect to execution of the foregoing matters and save Lender Loan Documents and any consents, amendments, waivers, or other holder of modifications thereto and the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxestransactions contemplated thereby; and (div) indemnifyall reasonable out-of-pocket expenses (including reasonable attorneys fees and costs, pay and hold harmless which attorneys may be employees of Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counselappraisers, brokers, investment bankers or other experts retained by Lender) incurred by Lender in connection with (x) the enforcement of or preservation of rights under any investigativeof the Loan Documents against Borrower or any other Person, administrative or judicial proceedingthe administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or not the Indemnitees have been designated as parties to such proceeding) that may be imposed uponotherwise, incurred by or asserted against such Indemnitees in any manner relating way related to or Lender’s relationship with Borrower, except to the extent arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Person’s gross negligence or willful misconduct as finally determined by a court of any such Indemniteescompetent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative The covenants of any law this Section shall survive payment or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any payment of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of amounts owing with respect to the Warehousing Note. Attorneys’ fees The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to be an Obligation secured by any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentCollateral.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 11.2(a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower must: agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of Lenderthe Lender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to the Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by the Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the establishment of the Warehousing Note from facility, and againstthe negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; and (iv) all present reasonable out-of-pocket expenses (including reasonable attorneys fees and future stampcosts, documentary which attorneys may be employees of the Lender and the fees and costs of appraisers, brokers, investment bankers or other similar taxes experts retained by the Lender) incurred by the Lender in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Lender’s relationship with the Borrower, except to the extent arising out of such Person’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of amounts owing with respect to the foregoing matters Warehousing Note. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dCollateral. 11.2(b) indemnify, pay The Borrower shall indemnify and hold harmless the Lender and all of its Affiliatesrespective parents, affiliates, officers, directors, employees or employees, attorneys, and agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by the Borrower of the proceeds of the Loan, (ii) the Borrower entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to the Borrower and its properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of counsel to the Indemnitees (including and allocated costs of internal counsel) counsel incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted with willful misconduct or gross negligence. In litigation, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreementthe preparation therefor, the Warehousing NoteLender shall be entitled to select their respective own counsel and, or any other Loan Document or any of in addition to the transactions contemplated by this Agreementforegoing indemnity, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including Borrower agrees to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking obligations of the Borrower under this Section 11.2(b) are unenforceable for any reason, the Borrower agrees to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 11.2(b) shall survive the repayment of the Loan and to survive and not be merged into such judgmentthe termination of the obligations of the Lender hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 11.2(a) Whether or not the transactions contemplated hereby shall be consummated, each Borrower must: agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of Lenderpreparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and any other documents or matters requested by Borrowers; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by Lender in connection with the establishment of the facility, the syndication of the Warehousing Commitment and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; and (iv) all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and costs, which attorneys may be employees of Lender and the fees and costs of appraisers, brokers, investment bankers or other experts retained by Lender) incurred by Lender in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against Borrowers or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this AgreementAgreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Lender’s relationship with Borrowers, except to the extent arising out of Lender’s bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan Document, as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of amounts owing with respect to the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment . The amount of all other Obligations under Loan Documents; such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (cincluding the Default Rate) indemnify, pay, and be an Obligation secured by any Collateral. 11.2(b) Each Borrower shall indemnify and hold harmless Lender and any other holder of the Warehousing Note from and againstLender’s parent, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliatesaffiliates, officers, directors, employees or employees, attorneys, and agents and any subsequent holder of the Warehousing Note and all those claiming by, through or under Lender (collectively called the each an “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by Borrowers or any of their Subsidiaries of the proceeds of the Loan, (ii) Borrowers or any of their Subsidiaries entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to Borrowers and their respective Subsidiaries and their respective properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of counsel to the Indemnitees (including and allocated costs of internal counsel) counsel incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted in bad faith, incurred by with willful misconduct, gross negligence, or asserted against such Indemnitees in any manner relating to or arising out material breach of this Agreement, the Warehousing Note, Agreement or any other Loan Document Document. In litigation, or any of the transactions contemplated by this Agreementpreparation therefor, Lender shall be entitled to select its own counsel and, in addition to the Warehousing Note and the other Loan Documentsforegoing indemnity, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including each Borrower agrees to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking obligations of Borrowers under this Section 11.2(b) are unenforceable for any reason, each Borrower hereby agrees to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 11.2(b) shall survive the repayment of the Loan and to survive and not be merged into such judgmentthe termination of the obligations of Lender hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable attorneys' and auditor's fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentpreparation, negotiation, documentation, enforcement and administration of this 45 Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnifyINDEMNIFY, pay and hold harmless Lender and all of its AffiliatesPAY AND HOLD HARMLESS THE LENDER AND ANY OF ITS OFFICERS, officersDIRECTORS, directorsEMPLOYEES OR AGENTS AND ANY SUBSEQUENT HOLDER OF THE NOTE FROM AND AGAINST ANY AND ALL LIABILITIES, employees or agents and any subsequent holder of the Warehousing Note OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (collectively called the “Indemnitees”THE "INDEMNIFIED LIABILITIES") from and against all liabilities(INCLUDING, obligationsWITHOUT LIMITATION, lossesINDEMNIFIED LIABILITIES RESULTING, damagesIN WHOLE OR IN PART, penaltiesFROM LENDER'S OWN NEGLIGENCE OR STRICT LIABILITY) WHICH MAY BE IMPOSED UPON, judgmentsINCURRED BY OR ASSERTED AGAINST THE LENDER OR SUCH HOLDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, suitsTHE NOTE, costsOR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITIES RESULT (DIRECTLY OR INDIRECTLY) FROM ANY CLAIMS MADE, expenses and disbursements of every kind or nature OR ANY ACTIONS, SUITS OR PROCEEDINGS COMMENCED OR THREATENED, BY OR ON BEHALF OF ANY CREDITOR (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”EXCLUDING THE LENDER AND THE HOLDER OR HOLDERS OF THE NOTE), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesSECURITY HOLDER, SHAREHOLDER, CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY PERSON HAVING ANY DEALINGS OF ANY KIND WITH THE COMPANY), TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY ACTING IN SUCH CAPACITY, THE COMPANY OR ANY GOVERNMENTAL REGULATORY BODY OR AUTHORITY. To the extent that the undertaking to indemnifyTHE FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT THE INDEMNIFIED LIABILITIES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LENDER OR LENDER'S OWN VIOLATIONS OF REGULATIONS APPLICABLE TO IT. THE AGREEMENT OF THE COMPANY CONTAINED IN THIS SUBSECTION (C) SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE NOTE. ATTORNEYS' FEES AND DISBURSEMENTS INCURRED IN ENFORCING, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyOR ON APPEAL FROM, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingA JUDGMENT PURSUANT HERETO SHALL BE RECOVERABLE SEPARATELY FROM AND IN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentAND THIS CLAUSE IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT AND TO SURVIVE AND NOT BE MERGED INTO SUCH JUDGMENT.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: : (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Dated: 5/23/2003 Amended: 6/11/2004 Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.2(x) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Borrowers shall: (a) pay Lender a document documentation production fee of $7,500 in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Borrowers shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Borrowers shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Borrowers contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note Notes from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note Notes harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note Notes and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f9.4(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document documentation production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed Five Hundred Dollars ($25,000 at any time; (b500) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of Lender, including including, without limitation, reasonable fees and disbursements of counsel, in connection with the preparation and negotiation of this Agreement; (b) pay such additional documentation production fees, service charges as the Lender may require and all reasonable out-of-pocket costs and expenses of the Lender, including, without limitation, reasonable fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note Notes from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, reasonable costs, reasonable expenses and reasonable disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including reasonable allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”)") asserted by a third party; provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the negligence, gross negligence negligence, reckless disregard or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Companies jointly and severally agree to: (a) pay Lender a document production fee in connection with all of the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all Agent’s out-of-pocket costs and expenses of Lenderexpenses, including reasonable fees, service charges and disbursements of counsel to Lender attorneys’ fees actually incurred (including allocated costs of internal counselwhether or not already paid by the Agent or such Lender), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Loan DocumentsFacilities Papers, including the cost of audits of Collateral and Servicing Appraisals by a third party auditor or Approved Servicing Appraiser selected by the Agent; (b) pay all of the Agent’s and each Lender’s, out-of-pocket costs and expenses, including reasonable attorneys’ fees actually incurred (whether or not already paid by the Agent or such Lender), in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; interest thereon; (c) indemnify, pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and ; (d) pay all of the Agent’s Fees and Custodian’s Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (e) indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Parties”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.the

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Borrowers shall: (a) pay Lender a document documentation production fee of Five Thousand Dollars ($5,000) in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Borrowers shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Borrowers shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Borrowers contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 11.2(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower must: agree to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of Lenderpreparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, amendments, waivers, or other modifications thereto and any other documents or matters requested by Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by Lender in connection with the establishment of the facility, and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; (iv) all costs and expenses incurred by Lender in connection with an Advance Request, the Warehousing Notesupporting documentation and proposed Collateral relating to an Advance Request and in monitoring the Collateral, including, without limitation, all fees and expenses associated with site inspections made by Lender and other costs relating to any appraisals or examinations conducted in connection with the Loan or any Collateral; and (v) all reasonable out-of-pocket expenses (including reasonable attorney’s fees and costs, which attorneys may be employees of Lender and the fees and costs of appraisers, brokers, investment bankers or other experts retained by Lender) incurred by such Persons in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower, or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Lender’s relationship with Borrower, except to the extent arising out of such Person’s bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan DocumentsDocument, the making, repayment and as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of interest on amounts owing with respect to the Warehousing Advances and the payment Line of Credit Note. The amount of all other Obligations under Loan Documents; such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (cincluding the Default Rate) indemnify, pay, and be an Obligation secured by any Collateral. 11.2(b) Borrower shall indemnify and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Lender’s Affiliates, officers, directors, employees or agents and or any subsequent holder of the Warehousing Note Line of Credit Note, and all those claiming by, through or under Lender (collectively called the each an “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by Borrower or any of its Subsidiaries of the proceeds of the Loan, (ii) Borrower or any of their Subsidiaries entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to Borrower and its Subsidiaries and their respective properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of external counsel to the Indemnitees (including allocated costs of internal counsel) incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted in bad faith, incurred by with willful misconduct, gross negligence, or asserted against such Indemnitees in any manner relating to or arising out material breach of this Agreement, the Warehousing Note, Agreement or any other Loan Document Document, as finally determined by a court of competent jurisdiction. In litigation, or any of the transactions contemplated by this Agreementpreparation therefor, Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including Borrower agrees to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be obligations of Borrower under this Section 11.2(b) are unenforceable because it is violative of for any law or public policyreason, Borrower must contribute hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 11.2(b) shall survive the repayment of the Loan and to survive and not be merged into such judgmentthe termination of the obligations of Lender hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Structured Facility Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Structured Facility Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Structured Facility Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Structured Facility Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Structured Facility Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative Dated: 7/1/2003 Amended: 7/24/2003 or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Structured Facility Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Structured Facility Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.1(p) or 9.3(fand 9.2(k) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Structured Facility Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, fees service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or o_ arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.2 (v) or 9.3(f9.3 (f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Note Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note Notes harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note Notes and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.1(v) or 9.3(f9.2 (f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, the Sublimit Note and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note or the Sublimit Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note or the Sublimit Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note or the Sublimit Note (collectively called the “Indemnitees”Indemnitees “) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, the Sublimit Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note, the Sublimit Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.1(v) or 9.3(f9.2 (f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note and the Sublimit Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Company agrees to: (a) pay Lender a document production fee in connection with all of the preparation Agent's and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all Lender's, out-of-pocket costs and expenses of Lenderincurred, including reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Facilities Papers, including the cost of audits of Collateral by a third party auditor selected by the Agent; (b) pay all of the Agent's, and other Loan Documentseach Lender's, out-of-pocket costs and expenses, including reasonable attorneys' fees, after the occurrence of any Default or Event of Default in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; interest thereon; (c) indemnify, pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and ; (d) pay all of the Agent's Fees and Custodian's Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (e) indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of (the Warehousing Note (collectively called the “Indemnitees”"INDEMNIFIED PARTIES") from and against the "INDEMNIFIED LIABILITIES", which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable attorneys' fees and disbursements disbursements) of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that kind whatsoever which may be imposed upon, incurred by or asserted against such Indemnitees any of the Indemnified Parties in any manner way relating to or arising out of this Agreement, any of the Warehousing Note, or any other Loan Document Facilities Papers or any of the transactions contemplated thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits or proceedings commenced or threatened, by this Agreementor on behalf of any creditor (excluding any of the Indemnified Parties), security holder, shareholder, customer (including any Person having any dealings of any kind with the Company), trustee, conservator, receiver, director, officer, employee and/or agent of the Company acting in such capacity, the Warehousing Note and Company or any Governmental Authority or any other Person; provided that to the other Loan Documentsextent, including against all if any, that any of such claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with etc. is caused by any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Party's gross negligence or willful misconduct of any such Indemniteesmisconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, ALTHOUGH TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, SUCH INDEMNITY SHALL NOT BE REDUCED ON ACCOUNT OF SUCH CLAIMS, LIABILITIES, ETC. To the extent that the undertaking to indemnifyTO ANY EXTENT (I) OWED, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyIN WHOLE OR IN PART, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, or on appeal fromOR (II) CAUSED OR CONTRIBUTED TO BY ANY INDEMNIFIED PARTY'S SOLE OR CONCURRENT ORDINARY NEGLIGENCE THAT DOES NOT AMOUNT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentIT BEING THE COMPANY'S INTENTION TO HEREBY INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THEIR OWN STRICT LIABILITY AND THEIR OWN SOLE OR CONCURRENT ORDINARY NEGLIGENCE.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentpreparation, negotiation, documentation, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; provided, however costs and expenses of Lender for attorneys fees in connection with the preparation, negotiation and documentation of the lending transaction evidenced by this Agreement shall not exceed $5,000.00 plus the reasonable expenses of Lender's counsel; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnifyINDEMNIFY, pay and hold harmless Lender and all of its AffiliatesPAY AND HOLD HARMLESS THE LENDER AND ANY OF ITS OFFICERS, officersDIRECTORS, directorsEMPLOYEES OR AGENTS AND ANY SUBSEQUENT HOLDER OF THE NOTE FROM AND AGAINST ANY AND ALL LIABILITIES, employees or agents and any subsequent holder of the Warehousing Note OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (collectively called the “Indemnitees”THE "INDEMNIFIED LIABILITIES") from and against all liabilities(INCLUDING, obligationsWITHOUT LIMITATION, lossesINDEMNIFIED LIABILITIES RESULTING, damagesIN WHOLE OR IN PART, penaltiesFROM LENDER'S OWN NEGLIGENCE OR STRICT LIABILITY) WHICH MAY BE IMPOSED UPON, judgmentsINCURRED BY OR ASSERTED AGAINST THE LENDER OR SUCH HOLDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, suitsTHE NOTE, costsOR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITIES RESULT (DIRECTLY OR INDIRECTLY) FROM ANY CLAIMS MADE, expenses and disbursements of every kind or nature OR ANY ACTIONS, SUITS OR PROCEEDINGS COMMENCED OR THREATENED, BY OR ON BEHALF OF ANY CREDITOR (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigativeEXCLUDING THE LENDER AND THE HOLDER, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”OR HOLDERS OF THE NOTE), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesSECURITY HOLDER, SHAREHOLDER, CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY PERSON HAVING ANY DEALINGS OF ANY KIND WITH THE COMPANY), TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY ACTING IN SUCH CAPACITY, THE COMPANY OR ANY GOVERNMENTAL REGULATORY BODY OR AUTHORITY. To the extent that the undertaking to indemnifyTHE FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT THE INDEMNIFIED LIABILITIES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LENDER OR LENDER'S OWN VIOLATIONS OF REGULATIONS APPLICABLE TO IT. THE AGREEMENT OF THE COMPANY CONTAINED IN THIS SUBSECTION (C) SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE NOTE. ATTORNEYS' FEES AND DISBURSEMENTS INCURRED IN ENFORCING, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyOR ON APPEAL FROM, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingA JUDGMENT PURSUANT HERETO SHALL BE RECOVERABLE SEPARATELY FROM AND IN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentAND THIS CLAUSE IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT AND TO SURVIVE AND NOT BE MERGED INTO SUCH JUDGMENT.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay Lender a document production fee promptly: (i) all the actual and reasonable out of pocket costs and expenses, including but not limited to, (a) expenses incurred by the Administrative Agent in connection with site assessments, and (b) expenses incurred by the Administrative Agent relating to the preparation of the Loan Documents and incurred by the Administrative Agent relating to any consents, amendments, waivers, or other modifications to the Loan Documents; (ii) the reasonable fees, expenses, and disbursements of counsel to Administrative Agent in connection with the preparation negotiation, preparation, execution, and negotiation administration of this Agreement in an aggregate amount not to exceed $25,000 at the Loan Documents and any timeconsents, amendments, waivers, or other modifications thereto and any other documents or matters requested by Borrower; (biii) pay such additional documentation production all other actual and reasonable out of pocket costs and expenses incurred by Administrative Agent, in connection with the establishment of the facility, site inspection costs and expenses, and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; (iv) all reasonable out of pocket expenses (including reasonable attorney’s fees as and costs) and the fees and costs of appraisers, brokers, investment bankers or other experts retained by Administrative Agent and each Lender may require and in connection with the enforcement of or preservation of rights under any of the Loan Documents against Borrower, Guarantor or any other Person, or the administration thereof; (v) all reasonable out-of-pocket costs and expenses of Lender, (including reasonable fees, service charges attorney’s fees and disbursements of counsel to Lender (including allocated costs) and the fees and costs of internal counsel)appraisers, brokers, investment bankers or other experts retained by Administrative Agent and each Lender, in connection with (x) any refinancing or restructuring of the amendmentcredit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, enforcement and administration (y) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Administrative Agent’s or any Lenders relationship with Borrower or Guarantor. The covenants of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and Section shall survive payment or satisfaction of payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes amounts owing with respect to the foregoing matters Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and Collateral. (db) indemnify, pay Borrower shall indemnify and hold harmless Lender Administrative Agent, Lenders and all of its their respective parents, Affiliates, officers, directors, employees or employees, attorneys, and agents and any permitted subsequent holder of the any Warehousing Note Note, and all those claiming by, through or under any Lender (collectively called the each, an “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (“Damages”) including (i) any actual or proposed use by Borrower of the proceeds of the Loan, (ii) Borrower’s or any of its Subsidiaries’ entering into, or performing this Agreement or any of the other Loan Documents, or (iii) with respect to Borrower and its properties and assets, the violation of any applicable law, in each case including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification to the extent that a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that the Damages resulted directly from such Indemnified Party’s acting with willful misconduct or gross negligence. In litigation, or the preparation therefor, the Administrative Agent and Lenders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of Borrower under this Section 14.2(b) are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this Section 13.2(b) shall survive the repayment of the Loan and the termination of the obligations of Administrative Agent and Lenders hereunder. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 14.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Affiliate of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Affiliate, as the case may be imposed uponbe, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such Indemnitees sub-agent) in any manner relating to or arising out of this Agreement, the Warehousing Noteits capacity as such, or against any other Loan Document or Affiliate of any of the transactions contemplated by this Agreement, foregoing acting for the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind Administrative Agent (or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counselany such sub-agent) in connection with any investigative, administrative or judicial proceeding, whether or not such capacity. The obligations of the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation Lenders under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement paragraph are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive several and not be merged into such judgmentjoint or joint and several.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentpreparation, negotiation, documentation, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnifyINDEMNIFY, pay and hold harmless Lender and all of its AffiliatesPAY AND HOLD HARMLESS THE LENDER AND ANY OF ITS OFFICERS, officersDIRECTORS, directorsEMPLOYEES OR AGENTS AND ANY SUBSEQUENT HOLDER OF THE NOTE FROM AND AGAINST ANY AND ALL LIABILITIES, employees or agents and any subsequent holder of the Warehousing Note OBLIGATIONS, Page 41 LOSSES, DAMAGES, PENALTIES, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (collectively called the “Indemnitees”THE "INDEMNIFIED LIABILITIES") from and against all liabilities(INCLUDING, obligationsWITHOUT LIMITATION, lossesINDEMNIFIED LIABILITIES RESULTING, damagesIN WHOLE OR IN PART, penaltiesFROM LENDER'S OWN NEGLIGENCE OR STRICT LIABILITY) WHICH MAY BE IMPOSED UPON, judgmentsINCURRED BY OR ASSERTED AGAINST THE LENDER OR SUCH HOLDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, suitsTHE NOTE, costsOR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITIES RESULT (DIRECTLY OR INDIRECTLY) FROM ANY CLAIMS MADE, expenses and disbursements of every kind or nature OR ANY ACTIONS, SUITS OR PROCEEDINGS COMMENCED OR THREATENED, BY OR ON BEHALF OF ANY CREDITOR (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”EXCLUDING THE LENDER AND THE HOLDER OR HOLDERS OF THE NOTE), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesSECURITY HOLDER, SHAREHOLDER, CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY PERSON HAVING ANY DEALINGS OF ANY KIND WITH THE COMPANY), TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY ACTING IN SUCH CAPACITY, THE COMPANY OR ANY GOVERNMENTAL REGULATORY BODY OR AUTHORITY. To the extent that the undertaking to indemnifyTHE FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT THE INDEMNIFIED LIABILITIES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LENDER OR LENDER'S OWN VIOLATIONS OF REGULATIONS APPLICABLE TO IT. THE AGREEMENT OF THE COMPANY CONTAINED IN THIS SUBSECTION (C) SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE NOTE. REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS INCURRED IN ENFORCING, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyOR ON APPEAL FROM, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingA JUDGMENT PURSUANT HERETO SHALL BE RECOVERABLE SEPARATELY FROM AND IN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentAND THIS CLAUSE IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT AND TO SURVIVE AND NOT BE MERGED INTO SUCH JUDGMENT.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, the Sublimit Note and other Loan Documents, Documents and the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan DocumentsAdvances; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note, the Sublimit Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note and the Sublimit Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note and the Sublimit Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, the Sublimit Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note, the Sublimit Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature Documents (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note and Sublimit Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender Credit Agent may require and all out-of-pocket costs and expenses of LenderCredit Agent and the Collateral Agent, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan DocumentsDocuments and the making and repayment of the Advances, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless Lender Credit Agent, the Collateral Agent and any other holder of the Warehousing Note Notes from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender Credit Agent, the Collateral Agent and any other holder of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless Lender and all Credit Agent, the Collateral Agent, each Lender, any of its Affiliates, their officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind hereby or nature thereby (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement to any Indemnity with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document documentation production fee of $5,000 in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross xxxx negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Companies jointly and severally agree to: (a) pay Lender a document production fee in connection with all of the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all Agent’s out-of-pocket costs and expenses of Lenderexpenses, including reasonable fees, service charges and disbursements of counsel to Lender attorneys’ fees actually incurred (including allocated costs of internal counselwhether or not already paid by the Agent or such Lender), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Loan DocumentsFacilities Papers, including the cost of audits of Collateral and Servicing Appraisals by a third party auditor or Approved Servicing Appraiser selected by the Agent; (b) pay all of the Agent’s and each Lender’s, out-of-pocket costs and expenses, including reasonable attorneys’ fees actually incurred (whether or not already paid by the Agent or such Lender), in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; interest thereon; (c) indemnify, pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and ; (d) pay all of the Agent’s Fees and Custodian’s Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (e) indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Parties”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.108

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower Borrowers must: : (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender Credit Agent may require and all out-of-pocket costs and expenses of LenderCredit Agent, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan DocumentsDocuments and the making and repayment of the Advances, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless Lender Credit Agent, and any other holder of the Warehousing Note Notes from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender Credit Agent, and any other holder of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless Lender and all Credit Agent, each Lender, any of its Affiliates, their officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “Indemnitees”) from and against all liabilities, obligations, actual losses, damages, penalties, judgments, direct suits, costs, expenses and disbursements of every any kind or nature whatsoever (including the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) ), exclusive of indirect, consequential and other similar losses, in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documentshereby or thereby, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v9.3(u) or 9.3(f9.4(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has Borrowers have no obligation under this Agreement to any Indemnity with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Borrowers must contribute the maximum portion that it is they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower Borrowers contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 10.2(a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower must: agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of Lenderthe Lender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to the Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by the Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the establishment of the Warehousing Note from facility, and againstthe negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; and (iv) all present reasonable out-of-pocket expenses (including reasonable attorneys fees and future stampcosts, documentary which attorneys may be employees of the Lender and the fees and costs of appraisers, brokers, investment bankers or other similar taxes experts retained by the Lender) incurred by the Lender in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Lender’s relationship with the Borrower, except to the extent arising out of such Person’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of amounts owing with respect to the foregoing matters Note. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dCollateral. 10.2(b) indemnify, pay The Borrower shall indemnify and hold harmless the Lender and all of its Affiliatesrespective parents, affiliates, officers, directors, employees or employees, attorneys, and agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by the Borrower of the proceeds of the Loan, (ii) the Borrower entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to the Borrower and its properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of counsel to the Indemnitees (including and allocated costs of internal counsel) counsel incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted with willful misconduct or gross negligence. In litigation, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreementthe preparation therefor, the Warehousing NoteLender shall be entitled to select their respective own counsel and, or any other Loan Document or any of in addition to the transactions contemplated by this Agreementforegoing indemnity, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including Borrower agrees to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking obligations of the Borrower under this Section 10.2(b) are unenforceable for any reason, the Borrower agrees to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 10.2(b) shall survive the repayment of the Loan and to survive and not be merged into such judgmentthe termination of the obligations of the Lender hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 12.2(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower must: agrees to pay promptly: (ai) pay Lender a document production fee in connection with all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of LenderCredit Agent and each Lender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Credit Agent and each Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by Credit Agent and each Lender in connection with the establishment of the facility, the syndication of the Warehousing Note from Commitment and againstthe negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; and (iv) all present reasonable out-of-pocket expenses (including reasonable attorneys’ fees and future stampcosts, documentary which attorneys may be employees of Credit Agent or a Lender and the fees and costs of appraisers, brokers, investment bankers or other similar taxes experts retained by Credit Agent or any Lender) incurred by Credit Agent and each Lender in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against Borrower or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Credit Agent’s or any Lender’s relationship with either Borrower, except to the extent arising out of such Person’s bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan Document, as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of amounts owing with respect to the foregoing matters Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dCollateral. 12.2(b) indemnify, pay Borrower shall indemnify and hold harmless Lender Credit Agent, Lenders and all of its Affiliatestheir respective parents, affiliates, officers, directors, employees or employees, attorneys, and agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by Borrower or any of its Subsidiaries of the proceeds of the Loan, (ii) Borrower or any of its Subsidiaries entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to Borrower and its Subsidiaries and their respective properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of counsel to the Indemnitees (including and allocated costs of internal counsel) counsel incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted in bad faith, incurred by with willful misconduct, gross negligence, or asserted against such Indemnitees in any manner relating to or arising out material breach of this Agreement, the Warehousing Note, Agreement or any other Loan Document Document. In litigation, or any of the transactions contemplated by this Agreementpreparation therefor, Credit Agent and Lenders shall be entitled to select their respective own counsel and, in addition to the Warehousing Note and the other Loan Documentsforegoing indemnity, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including Borrower agrees to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be obligations of Borrower under this Section 12.2(b) are unenforceable because it is violative of for any law or public policyreason, Borrower must contribute agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 12.2(b) shall survive the repayment of the Loan and to survive the termination of the obligations of Credit Agent and not be merged into such judgmentLenders hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Borrowers shall: (a) pay Lender a document documentation production fee of Four Thousand Dollars ($4,000) in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees fees, as the Lender may require and all reasonable out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, fees and service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon (provided, that this clause (b) shall not apply to the preparation or negotiation of this Agreement); (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note Notes from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, and Washington/Huntxxx:0/03/96 73 reasonable costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Borrowers shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from any action or inaction by the Borrowers explicitly directed by the Lender in writing, or the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Borrowers shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Borrowers contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ Reasonable attorneys' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment. As to Subsection (d), the Lender and any holder of the Notes which is an assignee of the Lender shall use its best efforts to give Borrowers' notice of any such investigative, administrative or judicial proceeding, and the Borrowers shall have the right to consult in the defense of or the negotiation relating to any such matter at Borrowers' expense.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender Credit Agent may require and all out-of-pocket costs and expenses of LenderCredit Agent, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan DocumentsDocuments and the making and repayment of the Advances, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless Lender Credit Agent, and any other holder of the Warehousing Note Notes from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender Credit Agent, and any other holder of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless Lender and all Credit Agent, each Lender, any of its Affiliates, their officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against all liabilities, obligations, actual losses, damages, penalties, judgments, direct suits, costs, expenses and disbursements of every any kind or nature whatsoever (including the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) ), exclusive of indirect, consequential and other similar losses, in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind hereby or nature thereby (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement to any Indemnity with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Company agrees to: 12.1 pay all of the Agent's, and up to One Thousand Dollars (a$1,000) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all each Lender's, out-of-pocket costs and expenses of Lenderexpenses, including reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Loan DocumentsFacilities Papers; 12.2 pay all of the Agent's and each Lender's, out-of-pocket costs and expenses, including reasonable attorneys' fees, in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, interest thereon; 12.3 pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, 95 110 documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; 12.4 pay all of the Agent's Fees and Custodian's Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (d) and 12.5 indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of (the Warehousing Note (collectively called the “Indemnitees”"INDEMNIFIED PARTIES") from and against the "INDEMNIFIED LIABILITIES", which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable attorneys' fees and disbursements disbursements) of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that kind whatsoever which may be imposed upon, incurred by or asserted against such Indemnitees any of the Indemnified Parties in any manner way relating to or arising out of this Agreement, any of the Warehousing Note, or any other Loan Document Facilities Papers or any of the transactions contemplated thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits or proceedings commenced or threatened, by this Agreementor on behalf of any creditor (excluding any of the Indemnified Parties), security holder, shareholder, customer (including any Person having any dealings of any kind with the Company), trustee, conservator, receiver, director, officer, employee and/or agent of the Company acting in such capacity, the Warehousing Note Company or any Governmental Authority (excluding the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Comptroller of the Currency and any other banking regulatory body or authority having jurisdiction over the Agent or any Lender that is a bank) or any other Loan DocumentsPerson; provided that to the extent, including against all if any, that any of such claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with etc. is caused by any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Party's gross negligence or willful misconduct of any such Indemniteesmisconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, ALTHOUGH TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, SUCH INDEMNITY SHALL NOT BE REDUCED ON ACCOUNT OF SUCH CLAIMS, LIABILITIES, ETC. To the extent that the undertaking to indemnifyTO ANY EXTENT (i) OWED, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyIN WHOLE OR IN PART, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, or on appeal fromOR (ii) CAUSED OR CONTRIBUTED TO BY ANY INDEMNIFIED PARTY'S SOLE OR CONCURRENT SIMPLE NEGLIGENCE THAT DOES NOT AMOUNT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentIT BEING THE COMPANY'S INTENTION TO HEREBY INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THEIR OWN SOLE OR CONCURRENT SIMPLE NEGLIGENCE.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document documentation production fee of One Thousand Five Hundred Dollars ($1,500) in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees fees, as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges fees and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing NoteNotes, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note Notes from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note Notes harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note Notes (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing NoteNotes, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall 178 contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing NoteNotes. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable attorneys, fees, service charges court costs and disbursements of counsel to Lender (including allocated costs of internal counsel)all other litigation expenses, including, but not limited to, expert witness fees, document copying expenses, exhibit preparation, courier expenses, postage expenses and communication expenses, in connection with the preparation, negotiation, documentation, amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dc) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”"Indemnities") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (c) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan DocumentsAdvances; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature Documents (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Borrowers agree to: (a) pay Lender a document production fee in connection with all of the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all Lender's out-of-pocket costs and expenses of Lenderexpenses, including reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing Senior Credit Note, the Custody Agreement and other Loan DocumentsCredit Papers, including the cost of audits of Collateral by a third party auditor selected by the Lender; (b) pay all of the Lender's out-of-pocket costs and expenses, including reasonable attorneys' fees, in connection with the enforcement of this Agreement, the makingSenior Credit Note, the Custody Agreement and other Credit Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; interest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder owners or holders of the Warehousing any Senior Credit Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and ; (d) pay all of the Custodian's Fees under the Custody Agreement and the other Credit Papers; and (e) indemnify, pay pay, defend and hold harmless the Lender and all each subsequent owner or holder of its Affiliates, the Senior Credit Note and any of their respective officers, directors, employees or agents and any subsequent holder of (the Warehousing Note (collectively called the “Indemnitees”"Indemnified Parties") from and against the "Indemnified Liabilities", which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable attorneys' fees and disbursements disbursements) of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that kind whatsoever which may be imposed upon, incurred by or asserted against such Indemnitees any of the Indemnified Parties in any manner way relating to or arising out of this Agreement, any of the Warehousing Note, or any other Loan Document Credit Papers or any of the transactions contemplated thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits or proceedings commenced or threatened, by this Agreementor on behalf of any creditor (excluding any of the Indemnified Parties), security holder, shareholder, customer (including any Person having any dealings of any kind with the Borrowers), trustee, conservator, receiver, director, officer, employee and/or agent of the Borrowers acting in such capacity, the Warehousing Note and Borrowers or any Governmental Authority or any other Person; provided that to the other Loan Documentsextent, including against all if any, that any of such claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with etc. is caused by any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Party's gross negligence or willful misconduct of any such Indemniteesmisconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, ALTHOUGH TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, SUCH INDEMNITY SHALL NOT BE REDUCED ON ACCOUNT OF SUCH CLAIMS, LIABILITIES, ETC. To the extent that the undertaking to indemnifyTO ANY EXTENT (I) OWED, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyIN WHOLE OR IN PART, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, or on appeal fromOR (II) CAUSED OR CONTRIBUTED TO BY ANY INDEMNIFIED PARTY'S SOLE OR CONCURRENT ORDINARY NEGLIGENCE THAT DOES NOT AMOUNT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentIT BEING THE BORROWERS' INTENTION TO HEREBY INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THEIR OWN STRICT LIABILITY AND THEIR OWN SOLE OR CONCURRENT ORDINARY NEGLIGENCE.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances Advances, and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind hereby or nature thereby (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Companies jointly and severally agree to: (a) pay Lender a document production fee in connection with all of the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all Agent’s out-of-pocket costs and expenses of Lenderexpenses, including reasonable fees, service charges and disbursements of counsel to Lender attorneys’ fees actually incurred (including allocated costs of internal counselwhether or not already paid by the Agent or such Lender), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Loan DocumentsFacilities Papers, including the cost of audits of Collateral and Servicing Appraisals by a third party auditor or Approved Servicing Appraiser selected by the Agent; (b) pay all of the Agent’s and each Lender’s, out-of-pocket costs and expenses, including reasonable attorneys’ fees actually incurred (whether or not already paid by the Agent or such Lender), in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; interest thereon; (c) indemnify, pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and ; (d) pay all of the Agent’s Fees and Custodian’s Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (e) indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “Indemnitees”Indemnified Parties“) from and against the “Indemnified Liabilities“, which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable attorneys’ fees and disbursements disbursements) of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that kind whatsoever which may be imposed upon, incurred by or asserted against such Indemnitees any of the Indemnified Parties in any manner way relating to or arising out of this Agreement, any of the Warehousing Note, or any other Loan Document Facilities Papers or any of the transactions contemplated thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits or proceedings commenced or threatened, by this Agreementor on behalf of any creditor (excluding any of the Indemnified Parties), security holder, shareholder, customer (including any Person having any dealings of any kind with either Company), trustee, conservator, receiver, director, officer, employee and/or agent of the Company acting in such capacity, the Warehousing Note Company or any Governmental Authority (excluding the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the New York Banking Commission and any other banking regulatory body or authority having jurisdiction over the Agent or any Lender that is a bank) or any other Loan DocumentsPerson; provided that to the extent, including against all if any, that any of such claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with etc. is caused by any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Party’s gross negligence or willful misconduct of any such Indemniteesmisconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, ALTHOUGH TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, SUCH INDEMNITY SHALL NOT BE REDUCED ON ACCOUNT OF SUCH CLAIMS, LIABILITIES, ETC. To the extent that the undertaking to indemnifyTO ANY EXTENT (I) OWED, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyIN WHOLE OR IN PART, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. AttorneysUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR (II) CAUSED OR CONTRIBUTED TO BY ANY INDEMNIFIED PARTY’S SOLE OR CONCURRENT ORDINARY NEGLIGENCE THAT DOES NOT AMOUNT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE COMPANIES’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentINTENTION TO HEREBY INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THEIR OWN STRICT LIABILITY AND THEIR OWN SOLE OR CONCURRENT ORDINARY NEGLIGENCE.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe Company agrees to: (a) pay Lender a document production fee in connection with all of the preparation Agent’s and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all Lender’s, out-of-pocket costs and expenses of Lenderincurred, including reasonable attorneys’ fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the negotiation, documentation, amendment, enforcement waiver and administration of this Agreement, the Warehousing NoteSenior Credit Notes, the Custody Agreement and other Facilities Papers, including up to a maximum of Five Thousand Dollars ($5,000) per year of the cost of audits of Collateral by a third party auditor selected by the Agent; (b) pay all of the Agent’s, and other Loan Documentseach Lender’s, out-of-pocket costs and expenses, including reasonable attorneys’ fees, after the occurrence of any Default or Event of Default in connection with the enforcement of this Agreement, the makingSenior Credit Notes, the Custody Agreement and other Facilities Papers and the making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; interest thereon; (c) indemnify, pay, and hold harmless Lender the Agent, the Lenders and any other holder owners or holders of any of the Warehousing Note Senior Credit Notes harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note them each harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and ; (d) pay all of the Agent’s Fees and Custodian’s Fees under this Agreement, the Custody Agreement and the other Facilities Papers; and (e) indemnify, pay pay, defend and hold harmless Lender the Agent, each Lender, each subsequent owner or holder of any of the Senior Credit Notes and all any of its Affiliates, their respective officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Parties”) from and against the “Indemnified Liabilities”, which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable attorneys’ fees and disbursements disbursements) of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that kind whatsoever which may be imposed upon, incurred by or asserted against such Indemnitees any of the Indemnified Parties in any manner way relating to or arising out of this Agreement, any of the Warehousing Note, or any other Loan Document Facilities Papers or any of the transactions contemplated thereby to the extent that any such Indemnified Liabilities result (directly or indirectly) from any claims made, or any actions, suits or proceedings commenced or threatened, by this Agreementor on behalf of any creditor (excluding any of the Indemnified Parties), security holder, shareholder, customer (including any Person having any dealings of any kind with the Company), trustee, conservator, receiver, director, officer, employee and/or agent of the Company acting in such capacity, the Warehousing Note and Company or any Governmental Authority or any other Person; provided that to the other Loan Documentsextent, including against all if any, that any of such claims, liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with etc. is caused by any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the Party’s gross negligence or willful misconduct of any such Indemnitees. To misconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, although to the full extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law Law, such indemnity shall not be reduced on account of such claims, liabilities, etc. to the payment and satisfaction any extent (i) owed, in whole or in part, under any claim or theory of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingstrict liability, or on appeal from(ii) caused or contributed to by any Indemnified Party’s sole or concurrent ordinary negligence that does not amount to gross negligence or willful misconduct, a judgment under this Agreement are recoverable separately from it being the Company’s intention to hereby indemnify the Indemnified Parties against their own strict liability and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmenttheir own sole or concurrent ordinary negligence.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Company shall: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable attorneys' fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendmentpreparation, negotiation, documentation, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; provided, however, costs and expenses of Lender for attorneys fees in connection with the preparation, negotiation and documentation of the lending transaction evidenced by this Agreement shall not exceed $3,000.00 plus the reasonable expenses of Lender's counsel; (cb) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note harmless from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (dC) indemnifyINDEMNIFY, pay and hold harmless Lender and all of its AffiliatesPAY AND HOLD HARMLESS THE LENDER AND ANY OF ITS OFFICERS, officersDIRECTORS, directorsEMPLOYEES OR AGENTS AND ANY SUBSEQUENT HOLDER OF THE NOTE FROM AND AGAINST ANY AND ALL LIABILITIES, employees or agents and any subsequent holder of the Warehousing Note OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (collectively called the “Indemnitees”THE "INDEMNIFIED LIABILITIES") from and against all liabilities(INCLUDING, obligationsWITHOUT LIMITATION, lossesINDEMNIFIED LIABILITIES RESULTING, damagesIN WHOLE OR IN PART, penaltiesFROM LENDER'S OWN NEGLIGENCE OR STRICT LIABILITY) WHICH MAY BE IMPOSED UPON, judgmentsINCURRED BY OR ASSERTED AGAINST THE LENDER OR SUCH HOLDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, suitsTHE NOTE, costsOR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITIES RESULT (DIRECTLY OR INDIRECTLY) FROM ANY CLAIMS MADE, expenses and disbursements of every kind or nature OR ANY ACTIONS, SUITS OR PROCEEDINGS COMMENCED OR THREATENED, BY OR ON BEHALF OF ANY CREDITOR (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”EXCLUDING THE LENDER AND THE HOLDER OR HOLDERS OF THE NOTE), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteesSECURITY HOLDER, SHAREHOLDER, CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY PERSON HAVING ANY DEALINGS OF ANY KIND WITH THE COMPANY), TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY ACTING IN SUCH CAPACITY, THE COMPANY OR ANY GOVERNMENTAL REGULATORY BODY OR AUTHORITY. To the extent that the undertaking to indemnifyTHE FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT THE INDEMNIFIED LIABILITIES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LENDER OR LENDER'S OWN VIOLATIONS OF REGULATIONS APPLICABLE TO IT. THE AGREEMENT OF THE COMPANY CONTAINED IN THIS SUBSECTION (C) SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN FULL OF THE NOTE. ATTORNEYS' FEES AND DISBURSEMENTS INCURRED IN ENFORCING, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyOR ON APPEAL FROM, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcingA JUDGMENT PURSUANT HERETO SHALL BE RECOVERABLE SEPARATELY FROM AND IN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgmentAND THIS CLAUSE IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT AND TO SURVIVE AND NOT BE MERGED INTO SUCH JUDGMENT.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay Lender a document production fee in connection with promptly: (i) all the preparation actual and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any time; (b) pay such additional documentation production fees as Lender may require and all reasonable out-of-pocket costs and expenses of LenderCredit Agent and each Lender for preparation of the Loan Documents and any consents, including amendments, waivers, or other modifications thereto; (ii) the reasonable fees, service charges expenses, and disbursements of counsel to Credit Agent and each Lender (including allocated costs of internal counsel), in connection with the amendmentnegotiation, enforcement preparation, execution, and administration of this Agreementthe Loan Documents and any consents, the Warehousing Noteamendments, and waivers, or other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender modifications thereto and any other holder documents or matters requested by Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by Credit Agent and each Lender in connection with the establishment of the facility, the syndication of the Warehousing Note from Commitment and againstthe negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; and (iv) all present reasonable out-of-pocket expenses (including reasonable attorneys’ fees and future stampcosts, documentary which attorneys may be employees of Credit Agent or a Lender and the fees and costs of appraisers, brokers, investment bankers or other similar taxes experts retained by Credit Agent or any Lender) incurred by Credit Agent and each Lender in connection with (x) the enforcement of or preservation of rights under any of the Loan Documents against Borrower or any other Person, or the administration thereof, (y) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (z) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Credit Agent’s or any Lender’s relationship with either Borrower, except to the extent arising out of such Person’s bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan Document, as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or satisfaction of payment of amounts owing with respect to the foregoing matters Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and Collateral. (db) indemnify, pay Borrower shall indemnify and hold harmless Lender Credit Agent, Lenders and all of its Affiliatestheir respective parents, affiliates, officers, directors, employees or employees, attorneys, and agents and any subsequent holder of the Warehousing Note (collectively called the “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (including “Damages”) including, without limitation (i) any actual or proposed use by Borrower or any of its Subsidiaries of the proceeds of the Loan, (ii) Borrower or any of its Subsidiaries entering into or performing this Agreement or any of the other Loan Documents, or (iii) with respect to Borrower and its Subsidiaries and their respective properties and assets, the violation of any applicable law, in each case including, without limitation, the reasonable fees and disbursements of counsel to the Indemnitees (including and allocated costs of internal counsel) counsel incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification if a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that may be imposed uponsuch Indemnified Party acted in bad faith, incurred by with willful misconduct, gross negligence, or asserted against such Indemnitees in any manner relating to or arising out material breach of this Agreement, the Warehousing Note, Agreement or any other Loan Document Document. In litigation, or any of the transactions contemplated by this Agreementpreparation therefor, Credit Agent and Lenders shall be entitled to select their respective own counsel and, in addition to the Warehousing Note and the other Loan Documentsforegoing indemnity, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including Borrower agrees to pay promptly the reasonable fees and disbursements expenses of counsel to the Indemnitees (including allocated costs of internal such counsel) in connection with any investigative. If, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be obligations of Borrower under this Section 12.2(b) are unenforceable because it is violative of for any law or public policyreason, Borrower must contribute agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement Section 12.2(b) shall survive the repayment of the Loan and to survive the termination of the obligations of Credit Agent and not be merged into such judgmentLenders hereunder.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: The Borrowers shall: (a) pay Lender a document documentation production fee of Ten Thousand Dollars ($10,000) in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (c) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreementhereby or thereby (the "Indemnified Liabilities"); provided, however, that the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel Borrowers shall have no obligation hereunder to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not extent that the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising arise from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Borrowers shall contribute the maximum portion that it is which they are permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Borrowers contained in this Article survives Subsection (d) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (a) Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay Lender a document production fee promptly: (i) all the actual and reasonable out of pocket costs and expenses, including but not limited to, (a) expenses incurred by the Administrative Agent in connection with site assessments, and (b) expenses incurred by the Administrative Agent relating to the preparation of the Loan Documents and incurred by the Administrative Agent relating to any consents, amendments, waivers, or other modifications to the Loan Documents; (ii) the reasonable fees, expenses, and disbursements of counsel to Administrative Agent in connection with the preparation negotiation, preparation, execution, and negotiation administration of this Agreement in an aggregate amount not to exceed $25,000 at the Loan Documents and any timeconsents, amendments, waivers, or other modifications thereto and any other documents or matters requested by Borrower; (biii) pay such additional documentation production all other actual and reasonable out of pocket costs and expenses incurred by Administrative Agent, in connection with the establishment of the facility, site inspection costs and expenses, the syndication of the Additional Commitment Amount and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and the transactions contemplated thereby; (iv) all reasonable out of pocket expenses (including reasonable attorneys fees as and costs) and the fees and costs of appraisers, brokers, investment bankers or other experts retained by Administrative Agent and each Lender may require and in connection with the enforcement of or preservation of rights under any of the Loan Documents against Borrower, Guarantor or any other Person, or the administration thereof; (v) all reasonable out-of-pocket costs and expenses of Lender, (including reasonable fees, service charges attorneys fees and disbursements of counsel to Lender (including allocated costs) and the fees and costs of internal counsel)appraisers, brokers, investment bankers or other experts retained by Administrative Agent and each Lender, in connection with (x) any refinancing or restructuring of the amendmentcredit arrangements provided under this Agreement in the nature of a “work out” or pursuant to any insolvency or bankruptcy proceedings, enforcement and administration (y) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to Administrative Agent’s or any Lenders relationship with Borrower or Guarantor. The covenants of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and Section shall survive payment or satisfaction of payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes amounts owing with respect to the foregoing matters Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and save Lender and be an Obligation secured by any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and Collateral. (db) indemnify, pay Borrower shall indemnify and hold harmless Lender Administrative Agent, Lenders and all of its their respective parents, Affiliates, officers, directors, employees or employees, attorneys, and agents and any permitted subsequent holder of the any Warehousing Note Note, and all those claiming by, through or under any Lender (collectively called the each, an “IndemniteesIndemnified Party”) from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, damages and expenses and disbursements of every kind nature and character arising out of this Agreement or nature any of the other Loan Documents or the transactions contemplated hereby (“Damages”) including (i) any actual or proposed use by Borrower of the proceeds of the Loan, (ii) Borrower’s or any of its Subsidiaries’ entering into, or performing this Agreement or any of the other Loan Documents, or (iii) with respect to Borrower and its properties and assets, the violation of any applicable law, in each case including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) incurred in connection with any investigativesuch investigation, administrative litigation or judicial other proceeding; provided, whether however, that no Indemnified Party shall be entitled to indemnification to the extent that a court of competent jurisdiction finally determines (all appeals having been exhausted or not the Indemnitees have been designated as parties to such proceedingwaived) that the Damages resulted directly from such Indemnified Party’s acting with willful misconduct or gross negligence. In litigation, or the preparation therefor, the Administrative Agent and Lenders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of Borrower under this Section 14.2(b) are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this Section 13.2(b) shall survive the repayment of the Loan and the termination of the obligations of Administrative Agent and Lenders hereunder. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 14.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Affiliate of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Affiliate, as the case may be imposed uponbe, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such Indemnitees sub-agent) in any manner relating to or arising out of this Agreement, the Warehousing Noteits capacity as such, or against any other Loan Document or Affiliate of any of the transactions contemplated by this Agreement, foregoing acting for the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind Administrative Agent (or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counselany such sub-agent) in connection with any investigative, administrative or judicial proceeding, whether or not such capacity. The obligations of the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation Lenders under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement paragraph are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive several and not be merged into such judgmentjoint or joint and several.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower must: (aThe Company shall:(a) pay Lender a document documentation production fee of $1,000 in connection with the preparation and negotiation of this Agreement in an aggregate amount not to exceed $25,000 at any timeAgreement; (b) pay an Extension Fee of $24,000 in connection with the extension of the Maturity Date pursuant to this Agreement; (c) pay such additional documentation production fees as the Lender may require and all out-of-pocket costs and expenses of the Lender, including including, without limitation, reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, Documents and the making, making and repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documentsinterest thereon; (cd) indemnify, pay, and hold harmless the Lender and any other holder of the Warehousing Note from and against, any and all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save the Lender and any other the holder or holders of the Warehousing Note harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (de) indemnifyindemnify , pay and hold harmless the Lender and all any of its Affiliates, officers, directors, employees or agents and any subsequent holder of the Warehousing Note (collectively called the “"Indemnitees”") from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every any kind or nature whatsoever (including without limitation, the reasonable fees and disbursements of counsel to of the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the such Indemnitees have been shall be designated as parties to such proceedinga party thereto) that which may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, hereby or thereby (the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“"Indemnified Liabilities”"); provided, except however, that Borrower has the Company shall have no obligation under this Agreement hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower the Company contained in this Article survives Subsection (e) shall survive the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ ' fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are pursuant hereto shall be recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.