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 mustThe 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 mustThe 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: (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 amendment, enforcement and administration credit arrangements provided under this Agreement in the nature of this Agreement, the Warehousing Notea “work out” or pursuant to any insolvency or bankruptcy proceedings, and other Loan Documents(y) any litigation, 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 proceeding or dispute arising hereunder except 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 extent arising out of the bad faith, gross negligence, willful misconduct or material breach of this Agreement, the Warehousing Note, Agreement or any other Loan Document by the Person seeking such payment, as finally determined by a court of competent jurisdiction. The covenants of this Section shall survive payment or any satisfaction of the transactions contemplated by this Agreement, payment of amounts owing with respect to the Warehousing Note and the other Loan Documents, including against Notes. The amount of all liabilities, obligations, losses, damages, penalties, judgments, suits, such costs, fees and expenses and disbursements of every kind or nature shall, until paid, bear interest at the rate applicable to principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured 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 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 judgmentCollateral.

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) 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 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) 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 and save Lender and any other holder Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

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 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 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 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. 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 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.

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 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. 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 mustThe 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 mustThe 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. 11.2(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower mustagree 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, 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, 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 supporting documentation and proposed Collateral relating to an Advance Request and in monitoring the Collateral, including, without limitation, all present fees and future stamp, documentary expenses associated with site inspections made by Lender and other similar taxes 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 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 and save Lender and any other holder Line of Credit Note. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe 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 mustThe 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) 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 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: (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. Borrower mustThe 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 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: (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 mustThe 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 must12.2(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 and save Lender and any other holder Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

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 and save Lender and any other holder Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

REIMBURSEMENT OF EXPENSES; INDEMNITY. 11.4(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower mustagrees 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. 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 and save Lender and any other holder Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

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 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. The Borrower mustshall: (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 mustThe 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. 12.4(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower mustagrees 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. Borrower mustThe 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. 10.2(a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower mustagrees 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 and disbursements of counsel to Lender (including allocated costs of internal counsel)expenses, 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) Lender in connection with the negotiation, preparation, execution, and administration of the Loan Documents and any investigativeconsents, administrative amendments, waivers, or judicial proceedingother modifications thereto and any other 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 facility, whether and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or not other modifications thereto and the Indemnitees have been designated as parties to such proceedingtransactions contemplated thereby; and (iv) that all reasonable out-of-pocket expenses (including reasonable attorneys fees and costs, which attorneys may be imposed uponemployees of the Lender and the fees and costs of appraisers, brokers, investment bankers or other experts retained by the Lender) incurred by the Lender in connection with (x) the enforcement of or asserted preservation of rights under any of the Loan Documents against such Indemnitees 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 manner relating way related to or the Lender’s relationship with the 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 satisfaction of payment of amounts owing with respect to the payment and satisfaction Note. The amount of all Indemnified Liabilities incurred such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and be an Obligation secured 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 judgmentCollateral.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe 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. 11.2(a) Whether or not the transactions contemplated hereby shall be consummated, each Borrower mustagrees 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, 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 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 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 Lender and the fees and costs of appraisers, brokers, investment bankers or other similar taxes 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 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 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 foregoing matters and save Lender and any other holder Warehousing Note. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe 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 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 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 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 mustThe 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 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 mustThe 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. Borrower mustThe 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. 11.2(a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower mustagrees 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 and disbursements of counsel to Lender (including allocated costs of internal counsel)expenses, 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) Lender in connection with the negotiation, preparation, execution, and administration of the Loan Documents and any investigativeconsents, administrative amendments, waivers, or judicial proceedingother modifications thereto and any other 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 facility, whether and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers, or not other modifications thereto and the Indemnitees have been designated as parties to such proceedingtransactions contemplated thereby; and (iv) that all reasonable out-of-pocket expenses (including reasonable attorneys fees and costs, which attorneys may be imposed uponemployees of the Lender and the fees and costs of appraisers, brokers, investment bankers or other experts retained by the Lender) incurred by the Lender in connection with (x) the enforcement of or asserted preservation of rights under any of the Loan Documents against such Indemnitees 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 manner relating way related to or the Lender’s relationship with the 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. Borrower mustThe 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. 12.2(a) Whether or not the transactions contemplated hereby shall be consummated, Borrower mustagrees 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 and save Lender and any other holder Warehousing Notes. The amount of all such expenses shall, until paid, bear interest at the Warehousing Note harmless from and against all liabilities with respect rate applicable 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 principal hereunder (including the reasonable fees Default Rate) and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with be an Obligation secured by 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 judgmentCollateral.

REIMBURSEMENT OF EXPENSES; INDEMNITY. Borrower mustThe 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.