Common use of Program Costs Clause in Contracts

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-out of pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset Mortgage Loans or REO PropertyAgency Securities or incurred in connection with entering into, amending or modifying the Program Agreements. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Further, Seller shall pay, or reimburse Custodian for, any shipping costs incurred by Custodian upon delivery of an invoice following the delivery by Custodian of certain Mortgage Files relating to the Purchased Mortgage Loans. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and any other fees and expenses as set forth in on the Custodial AgreementAddendum, and any other ongoing fees and expenses payable in accordance with under any other Program AgreementAgreements. Without limiting Seller shall indemnify, hold harmless and defend the foregoingCustodian with respect to any damages or costs and expenses incurred by the Custodian. The Custodian shall be considered a third party beneficiary of the rights set forth in the prior sentence. Any of the foregoing fees shall be invoiced and delivered to the Seller and must be paid by the due date. If there is no due date specified on the invoice, the Seller Parties shall pay all fees as and when required under invoice amount is due within thirty (30) days. Any late payment will accrue interest at the Pricing Side LetterAccounts Receivable Rate. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such upon demand by Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(59(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements Mortgage Loan Documents and any other agreements that relate to Mortgage Loans with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; taxes imposed (and, costs and expenses, if any, related thereto).

Program Costs. a. The Seller Parties Sellers shall reimburse Administrative Agent and Buyers the Buyer for any of Administrative Agentthe Buyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs (provided, that such due diligence review costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein) and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers the Buyer in determining the acceptability to Administrative Agent and Buyers the Buyer of any Purchased Asset or REO PropertyAssets. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers the Buyer if Administrative Agent or Buyers the Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties Sellers shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agentthe Buyer’s and Buyers’ counsel in connection with the initial documentation of the Program AgreementsAgreements not to exceed $60,000. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit L hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any the Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by such the Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such the Buyer in engaging in the present or any future Transactions, then, then the Sellers agree to pay to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty Buyer, from time to time, upon demand by the Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such the Buyer in an itemized invoice to compensate such the Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers the Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor the Sellers in acting upon, any request or other communication that Administrative Agent and Buyers the Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s the Sellers’ behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(511(a)(5) hereof. In each such case, each Seller hereby waives the right to dispute the Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, each Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers the Buyer to reasonably enforce in a commercially reasonable manner Seller Partiesdiligently the Sellers’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party the Sellers or the Guarantor to Administrative Agent or a the Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantthe Buyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased as necessary so that after making had such deductions deduction or withholding not been made, and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal C) at the time Price Differential is paid, pay to the sum it Buyer all additional amounts as specified by the Buyer to preserve the after-tax yield the Buyer would have received if such tax had no not been imposed other than taxes that are imposed on the Buyer’s overall net income (and franchise taxes imposed in lieu thereof) as a result of any present or former connection between the Buyer and the relevant taxing authority, and otherwise indemnify the Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other the terms of the Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterAgreements. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or any Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyRepurchase Assets; provided that Administrative Agent shall provide notice to Seller at such time such out-of-pocket costs and expenses reaches $25,000; provided, however, that failure to deliver such notice shall not affect Seller’s obligations hereunder. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines determines, in good faith, that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each such Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, each Seller Parties and Guarantor Party agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently their rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or Agent, a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or Agent, a Buyer or a Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) the Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)(ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Seller Parties, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit the Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or a Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by Administrative Agent on behalf of a Buyer or a Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and Contributed REO Property, and the Purchased Assets, as owned by Seller, and the Contributed REO Properties, as owned by REO Subsidiary, in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Assets and Contributed REO Properties, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel [***] in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial and securities intermediary fees and expenses as set forth in the Custodial Agreementon Exhibit K hereto, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties Sellers shall pay the reasonable fees, expenses and documented out-of-pocket fees costs of Buyer and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the required change in compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costsTransactions or remitting Purchase Price Increases, then each Seller Party and Guarantor maySellers agree to pay to Buyer, at its option and in its sole discretionfrom time to time, either upon demand by Buyer (iwith a copy to Custodian) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any TransactionTransaction or Purchase Price Increase, Administrative Agent and Buyers as applicable, Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase, as applicable, on each Seller Partyany Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, each Seller hereby waives the right to dispute Buyer’s record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties Sellers agree and Guarantor agrees and covenants covenant with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Partiesdiligently Sellers’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party Sellers or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, except as required by applicable law. If ; provided that if a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct any Indemnified Taxes or withhold any Tax Other Taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantsuch payments, then (1i) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a 11(e)(i)) the Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; , (ii) the Sellers shall make such deductions, (iii) the Sellers shall pay the full amount deducted to the relevant official body in accordance with applicable Law, and (iv) the Sellers shall notify the Buyer of the amount paid and shall provide evidence of such payment within ten days thereafter. Sellers and Guarantor shall otherwise indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer. (ii) Buyer and any Buyer assignee shall deliver to each of the Sellers and the Guarantor (A) in the case of a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding, and (B) in the case of a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30), a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent rate of U.S. federal income tax withholding on any payments made hereunder and, in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate to the effect that such non-U.S. Person is not (A) a “bank” within the meaning of Code section 881(c)(3)(A), (B) a “10 percent shareholder” of any Seller, Guarantor of affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (C) a “controlled foreign corporation” described in Code section 881(c)(3)(C). (i) Any indemnification payable by Sellers to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Sellers within thirty (30) days after written demand therefor. As part of any such written demand for payment, the Buyer or the relevant Buyer assignee shall deliver a certificate to Sellers (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. The Buyer or relevant Buyer assignee also shall timely deliver to the Sellers a receipt (or other evidence reasonably satisfactory to the Sellers) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. (ii) In addition, as soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Seller to a Governmental Authority pursuant to Section 11(e)(i), such Seller shall deliver to the Buyer or the relevant Buyer assignee the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer or the relevant Buyer assignee. The applicable IRS forms referred to above shall be delivered by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Buyer shall notify the Seller Parties if the costs incurred to review any single Mortgage Loan exceed $2,500. Seller shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay to the Buyer an amount equal to one half of the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Facility Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, . In the event that any additional amounts are payable pursuant to the foregoing sentence, Seller, at Seller's option, may elect to repurchase any Purchased Mortgage Loan for which additional amounts may be due by notifying Buyer thereof and paying to Buyer, on or before the date which is thirty (30) days after the date on which Buyer shall have notified the Seller that such determination additional amounts are due, by payment of the Repurchase Price plus any Buyer must also accrued additional amounts for such Mortgaged Loans. A repurchase of a Mortgaged Loan pursuant to this Section 11.b shall be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitieswithout penalty, premium or Exit Fee. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction an Authorized Person on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(7) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer’s reasonable and documented out-of-out of pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset Mortgage Loans or REO Propertyincurred in connection with entering into, amending or modifying the Program Agreements. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers or Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer’s counsel in connection with the Program Agreements. Reasonable Seller shall pay or reimburse Administrative Agent and documented legal Buyer for any transfer costs associated with the appointment of a successor Custodian. Further, Seller shall pay, or reimburse Custodian for, any shipping costs incurred by Custodian upon delivery of an invoice following the delivery by Custodian of Mortgage Files relating to the Purchased Mortgage Loans. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and any other fees and expenses as set forth in on the Custodial AgreementAddendum, and any other ongoing fees and expenses payable in accordance with under any other Program AgreementAgreements. Without limiting Any of the foregoingforegoing fees shall be invoiced and delivered to the Seller and must be paid by the due date. If there is no due date specified on the invoice, the Seller Parties invoice amount is due within thirty (30) days. Any late payments, other than those directly related to a Mortgage Loan or Agency Security, shall pay all fees as and when required under accrue interest at rate equal to the Pricing Side Letter.Accounts Receivable Rate. Any late payments directly related to a Mortgage Loan shall accrue interest at the then applicable Loan Margin, or any late payments directly related to an Agency Security shall accrue interest at a rate equal to the then applicable Agency Security Margin. - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.30 b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, then Seller agrees to pay to Administrative Agent for the extent each Seller Party and Guarantor received notice benefit of such amounts no later than thirty (30) days after the incurrence of such costsBuyer from time to time, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs upon demand by Administrative Agent or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(59(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Administrative Agent’s and Buyer’s record of the terms of the Takeout Investor Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements Collateral Documents and any other agreements that relate to Mortgage Loans with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any under the Program Agreement Agreements shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participanthereunder, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Administrative Agent the sum that would have been payable shall be increased as necessary so that after making had such deductions deduction or withholding not been made, and withholdings (including such deductions and withholdings applicable C) at the time Price Differential is paid, pay to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal all additional amounts as specified by Administrative Agent to preserve the sum it after-tax yield Administrative Agent would have received if such tax had no not been imposed, and otherwise indemnify Administrative Agent and Buyer for any such deductions or withholdings been made; taxes imposed (and, costs and expenses, if any, related thereto).

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Buyer shall notify the Seller Parties if the costs incurred to review any single Mortgage Loan exceed $2,500. Seller shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay to the Buyer an amount equal to one half of the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Facility Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, . In the event that any additional amounts are payable pursuant to the foregoing sentence, Seller, at Seller’s option, may elect to repurchase any Purchased Mortgage Loan for which additional amounts may be due by notifying Buyer thereof and paying to Buyer, on or before the date which is thirty (30) days after the date on which Buyer shall have notified the Seller that such determination additional amounts are due, by payment of the Repurchase Price plus any Buyer must also accrued additional amounts for such Mortgaged Loans. A repurchase of a Mortgaged Loan pursuant to this Section 11.b shall be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitieswithout penalty, premium or Exit Fee. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction an Authorized Person on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(8) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The During the occurrence and continuance of an Event of Default, Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ outside counsel in connection with the Program Agreements. Reasonable Agreements and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the thereto. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial AgreementAgreement or such other fee agreement as shall be entered into by and between Seller and Custodian from time to time, and any other reasonable ongoing third party fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. Notwithstanding anything herein to the contrary, Seller shall (i) not be a party to any Repledge Transaction, (ii) have no liability with respect to any Repledge Transaction, and (iii) not be responsible for any fees, costs and expenses of Administrative Agent, any Buyer, any Repledgee, Custodian or any Person relating to any Repledge Transaction. b. If any Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an a material increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs. If such Buyer becomes entitled to claim any additional amounts pursuant to this Section 11.b, Seller shall pay such additional amounts to such Buyer and such Buyer and Seller shall negotiate in good faith to mutually agree upon modified terms to this Agreement to account for such future additional amounts. If Seller and such Buyer cannot agree upon such modified terms within thirty (30) days of such Buyer’s notice to Seller of such changed circumstances, then Seller (i) may terminate this Agreement; provided, however, that and (ii) shall immediately remit the Repurchase Price and any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesother amounts due hereunder. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by one of a person authorized to enter into a Transaction on each Seller Party’s behalfAuthorized Representatives. In each such case, whether such Seller Party hereby waives the right to dispute Administrative Agent’s and Buyers’ record of the terms of the request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements Asset Documents with respect to each Purchased Asset to Administrative Agent for the benefit (on behalf of Buyers), Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program AgreementsAsset Documents. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant (on behalf of Buyers) hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant(on behalf of Buyers), then (1i) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11.e) Administrative Agent or a Buyer (on behalf of Buyers) receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) Seller shall notify Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent (on behalf of Buyers), within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on any Buyer or Administrative Agent (on behalf of Buyers) (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11.e) and any reasonable third-party expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation reasonably requested by Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, shall deliver such other documentation prescribed by applicable law or reasonably requested by Seller as will enable Seller to determine whether or not such Buyer or any Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11.e((ii)(A), (B) and (C) below) shall not be required if in a Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to Seller, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. Person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BENE-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. Person is a partnership and one or more direct or indirect partners of such non-U.S. Person are claiming the portfolio interest exemption, such non-U.S. Person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to Administrative Agent (on behalf of Buyers) under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent (on behalf of Buyers) shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11.e, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such Person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to a Buyer or Administrative Agent (on behalf of Buyers) for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Administrative Agent (on behalf of Buyers), as described in Section 11.e(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent (on behalf of Buyers). A certificate as to the amount of such payment or liability delivered to Seller by Administrative Agent (on behalf of Buyers) shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent (on behalf of Buyers) and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, costs including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer in the event of an Event of Default. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit N hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; . c. If Buyer becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by Buyer to Seller shall be conclusive in the absence of manifest error, provided, however, that any the Buyer shall use good faith efforts to (i) calculate such determination by any Buyer must also be made amounts in a manner substantially which is consistent with the manner in which it makes calculations for comparable claims with respect to similarly situated counterparties with substantially similar assets in similar facilitiessellers and (ii) not allocate to the Seller a proportionately greater amount of such additional compensation than it allocates to each of its other similarly situated sellers. c. d. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Buyer's record of the terms of the Purchase Confirmation, request or other communication will be deemed true and correct absent manifest error. d. e. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) f. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial and securities intermediary fees and expenses as set forth in the Custodial Agreementon Exhibit K hereto, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Administrative Agent’s or not such person is listed on Buyers’ record of the certificate delivered pursuant to Section 10.a(5) hereof.terms of the request or other communication. ​ ​ d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11.e) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller or Guarantor shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11.e) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to each of the Seller or Guarantor, at the time or times reasonably requested by the Seller or Guarantor, such properly completed and executed documentation reasonably requested by the Seller or Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller or Guarantor, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or Guarantor as will enable the Seller or Guarantor to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11.e(ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative ​ Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Seller or Guarantor, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller, Guarantor or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11.e, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. ​ ​ The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder f. Any indemnification payable by Seller or Guarantor to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11.e(i) hereof, shall be paid by Seller or Guarantor within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller or Guarantor by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyRepurchase Assets; provided that Administrative Agent shall provide notice to Seller at such time such out-of-pocket costs and expenses reaches $25,000; provided, however, that failure to deliver such notice shall not affect Seller’s obligations hereunder. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines determines, in good faith, that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay LEGAL02/37648106v16 to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each such Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, each Seller Parties and Guarantor Party agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently their rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or Agent, a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or Agent, a Buyer or a Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) the Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and LEGAL02/37648106v16 submission of such documentation (other than such documentation in Section 11(e)(ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Seller Parties, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit the Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and LEGAL02/37648106v16 withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or a Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by Administrative Agent on behalf of a Buyer or a Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and Contributed REO Property, and the Purchased Assets, as owned by Seller, and the Contributed REO Properties, as owned by each REO Subsidiary, in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Assets and Contributed REO Properties, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties and Guarantor shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties and Guarantor shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties and Guarantor shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel incurred by Buyer in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Partiesand Guarantor. The Seller Parties and Guarantor shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent then each of Seller Party and Guarantor received notice of such amounts no later than thirty agrees to pay to Buyer, from time to time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. In each such case, each of Seller and Guarantor hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit Buyer, each of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ diligently Seller’s and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent 11(e)) the Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller and Guarantor shall otherwise indemnify Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Buyer and any Buyer assignee shall deliver to each of the Seller and Guarantor, at the time or times reasonably requested by the Seller or Guarantor, such properly completed and executed documentation reasonably requested by the Seller or Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer and any Buyer assignee, if reasonably requested by Seller or Guarantor, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or Guarantor as will enable the Seller or Guarantor to determine whether or not such Buyer or Buyer assignee is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or Buyer’s assignee’s judgement such completion, execution or submission would subject such Buyer or Buyer assignee to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee. Without limiting the generality of the foregoing, Buyer or Buyer assignee shall deliver to each of the Seller and Guarantor, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller, Guarantor or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit the Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer or assignee shall deliver to the Seller or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller or Guarantor to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Seller or Guarantor within ten (10) days after demand therefor. A certificate as to the amount of such payment or liability delivered to the Seller or Guarantor by Buyer or a Buyer assignee shall be conclusive absent manifest error. g. If Buyer determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 11 (including by the payment of additional amounts pursuant to this Section 11), it shall pay to the Seller an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Seller, upon the request of Buyer, shall repay to Buyer the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that Buyer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11, in no event will Buyer be required to pay any amount to Seller pursuant to this Section 11 the payment of which would place Buyer in a less favorable net after-tax position than the Buyer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require Buyer to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to Seller or any other Person. h. If Buyer requests Seller to pay any Indemnified Taxes, Other Taxes or additional amounts to Buyer or any Governmental Authority for the account of Buyer pursuant to this Section 11, then Buyer shall, at the written request of Seller, consider, in its sole good faith discretion, designating a different office for engaging in this transaction or assigning its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of Buyer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 11 in the future, and (ii) would not subject Buyer to any unreimbursed cost or expense. If Buyer agrees in its sole discretion, to effectuate such designation or assignment, Seller hereby agrees to pay all reasonable costs and expenses incurred by Buyer in connection with any such designation or assignment. Notwithstanding anything to the contrary, Buyer shall have no obligation to comply with Seller’s request contemplated herein, and to the extent that Buyer determines not to do so, regardless of the reason for such determination, Buyer shall have no obligation or liability to the Seller hereunder. i. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, Buyer or a Buyer assignee, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. j. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Buyer and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties Sellers shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the original preparation and execution of the Program Agreements. Sellers shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket out‑of‑pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the required change in compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costsTransactions or remitting Purchase Price Increases, then each Seller Party and Guarantor maySellers agree to pay to such Buyer, at its option and in its sole discretionfrom time to time, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any TransactionTransaction or Purchase Price Increase, as applicable, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase, as applicable, on each Seller Partyany Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, each Seller hereby waives the right to dispute Administrative Agent’s and Buyers’ record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Repurchase Asset to Administrative Agent for the benefit of Buyers, each Seller Parties and Guarantor Party agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner diligently such Seller Parties’ and GuarantorParty’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party Sellers or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party Sellers or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer Administrative Agent assignee or participant, then (1i) a Seller Party the Sellers or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Sellers shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Sellers and Guarantor shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to each of the Sellers and the Guarantor, at the time or times reasonably requested by the Sellers or Guarantor, such properly completed and executed documentation reasonably requested by the Sellers or Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Sellers or Guarantor, to deliver such other documentation prescribed by applicable law or reasonably requested by the Sellers or Guarantor as will enable the Sellers or Guarantor to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Sellers and Guarantor, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Sellers, Guarantor or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Sellers or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Sellers or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Sellers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Sellers as may be necessary for the Sellers to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Sellers or Guarantor to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Sellers or Guarantor within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Sellers or Guarantor by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Mortgage Loans and Contributed Assets, and the Purchased Mortgage Loans and Contributed Assets as owned by Sellers in the absence of an Event of Default by Sellers. Administrative Agent on behalf of Buyers and Sellers agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Sellers secured by the Purchased Mortgage Loans and Contributed Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial and securities intermediary fees and expenses as set forth in the Custodial Agreementon Exhibit K hereto, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of the Base Rate. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans, in an aggregate amount not to exceed the Due Diligence Cap. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines in good faith that, due to the introduction of, any change in, or the required change in compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costsTransactions or remitting Purchase Price Increases, then each Seller Party and Guarantor mayagrees to pay to Buyer, at its option and in its sole discretionfrom time to time, either upon demand by Buyer (iwith a copy to Custodian) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any TransactionTransaction or Purchase Price Increase, Administrative Agent and Buyers as applicable, Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase, as applicable, on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent 11(e)(i)) the Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller and Guarantor shall otherwise indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Buyer and any Buyer assignee shall deliver to each of the Seller and the Guarantor, at the time or times reasonably requested by the Seller or the Guarantor, such properly completed and executed documentation reasonably requested by the Seller or the guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer and any Buyer assignee, if reasonably requested by Seller or Guarantor, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or Guarantor as will enable the Seller or Guarantor to determine whether or not such Buyer or Buyer assignee is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, Buyer or Buyer assignee shall deliver to each of the Seller and the Guarantor: (A) in the case of a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding; (B) in the case of a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller, Guarantor of affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by law to permit the Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer or assignee shall deliver to the Seller or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after written demand therefor. As part of any such written demand for payment, the Buyer or the relevant Buyer assignee shall deliver a certificate to Seller (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. The Buyer or relevant Buyer assignee also shall timely deliver to the Seller a receipt (or other evidence reasonably satisfactory to the Seller) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. g. If the Buyer or Buyer assignee determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Seller or Guarantor or with respect to which the Seller has paid additional amounts pursuant to this Section, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Seller or Guarantor under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Buyer or Buyer assignee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of the Buyer or Buyer assignee, agrees to repay the amount paid over to the them (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the Buyer or Buyer assignee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by Seller in the absence of an Event of Default by Seller. Buyer and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from Buyer to Seller secured by the Purchased Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs (subject to the Due Diligence Cap) and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset Mortgage Loans or REO Propertyotherwise in connection with the Program Agreements or any amendments thereto; provided that there shall be only one primary counsel in connection therewith except that the Buyers may utilize additional counsel with specific expertise. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If Administrative Agent or any Buyer determines that, due to the introduction of, any change in, or the compliance by Administrative Agent or such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost (other than Indemnified Taxes or Excluded Taxes) to Administrative Agent or such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Administrative Agent or such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs upon demand by Administrative Agent or (ii) promptly pay such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Administrative Agent or such Buyer to compensate Administrative Agent or such Buyer for such increased costs; provided, however, provided that such shall provide Seller with an explanation for such increase in cost and that such increase in cost shall not otherwise be included in or the direct cause of any such determination by any Buyer must also be made increase in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesthe Base Rate. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Buyers or Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or under any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantassignee, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall, and shall cause each Buyer and Buyer assignee to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall, and shall cause each Buyer and Buyer assignee, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not Administrative Agent or such Buyer or Buyer assignee is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in Administrative Agent’s or any Buyer’s or any Buyer’s assignee’s judgment such completion, execution or submission would subject Administrative Agent or such Buyer or Buyer assignee to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Administrative Agent or such Buyer or Buyer assignee. Without limiting the generality of the foregoing, Administrative Agent shall deliver, or cause a Buyer or Buyer assignee to deliver, to the Seller, to the extent legally entitled to do so: (A) in the case of Administrative Agent or a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a successor to the Administrative Agent or a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to Administrative Agent or a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on its behalf or on behalf of such Buyer or assignee shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee for Indemnified Taxes that are imposed on such Buyer or Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer or Buyer assignee shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, Administrative Agent, a Buyer or a Buyer assignee, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 11(h) (including by the payment of additional amount pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 11(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax has never been paid. This shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. i. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal and relevant state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all such tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for such tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit L hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified and documented in reasonable detail in writing by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 36, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or any Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties Subject to Section 35, Sellers shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s reasonable (and Buyers’ reasonable and documented documented) out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel servicer in connection with the Program Agreementstermination of the servicing of a Mortgage Loan if such termination is required pursuant to the terms of this Agreement; provided, however, that Sellers shall be entitled to written evidence of such termination fee. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties Sellers shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Sellers agree to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Sellers’ behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510.b(2) hereof.. 39 LEGAL02/41216309v6 d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, each Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a use commercially reasonable manner Seller Parties’ and Guarantorefforts to enforce such Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor Sellers to Administrative Agent or a Buyer or a permitted Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a any Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or permitted Buyer assignee or participantassignee, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a the applicable Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) such Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment as soon as practicable but no later than thirty (30) days thereafter. Sellers shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) Business Days after demand therefor, for any Indemnified Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Sellers by a Buyer or Administrative Agent shall be conclusive absent manifest error. Administrative Agent or the applicable Buyer shall promptly repay to Sellers any refund of any amounts received by any of them that can be directly attributable to the Program Documents, as determined by Administrative Agent in its sole good faith discretion, and amounts paid pursuant to this Section 11. (ii) Administrative Agent shall cause each Buyer and permitted Buyer assignee to deliver to the Sellers, at the time or times reasonably requested by the Sellers, such properly completed and executed documentation reasonably requested by the Sellers as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and permitted Buyer assignee, if reasonably requested by Sellers, to deliver such other documentation prescribed by applicable law or reasonably requested by the Sellers as will enable the Sellers to determine whether or not such Buyer or permitted Buyer assignee is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)(ii)(A), (B) and (C) below) shall not be required if in such Buyer’s or any permitted Buyer’s assignee’s judgment such completion, execution or submission would subject such Buyer or permitted Buyer assignee to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or permitted Buyer assignee. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or permitted Buyer assignee to deliver to the Sellers the following properly completed and duly executed documents, to the extent legally entitled to do so: LEGAL02/41216309v6 (A) in the case of a Buyer or permitted Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (or any successor form thereto) certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or permitted Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent (0%) or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of any Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit a Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or permitted Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or permitted assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or permitted assignee shall deliver to the Sellers at the time or times prescribed by law and at such time or times reasonably requested by the Sellers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Sellers as may be necessary for the Sellers to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or permitted Buyer assignee on or prior to the date on which such person becomes a Buyer or permitted Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Sellers to Administrative Agent or a Buyer or permitted Buyer assignee for Indemnified Taxes that are imposed on such Buyer or permitted Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Sellers within ten (10) Business Days after demand therefor from Administrative Agent. LEGAL02/41216309v6 A certificate as to the amount of such payment or liability delivered to the Sellers by the Administrative Agent on behalf of a Buyer or permitted Buyer assignee shall be conclusive absent manifest error. g. If Administrative Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 11(e) (including by the payment of additional amounts pursuant to this Section 11(g)), it shall pay to the Sellers an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of Administrative Agent and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Sellers, upon the request of Administrative Agent, shall repay to Administrative Agent the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that Administrative Agent is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will Administrative Agent be required to pay any amount to Sellers pursuant to this paragraph (g) the payment of which would place Administrative Agent in a less favorable net after-Tax position than Administrative Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require Administrative Agent to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to Sellers or any other Person. h. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a permitted Buyer assignee, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. i. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Sellers in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Sellers agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Sellers secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees of Buyer’s counsel plus related expenses in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer or subservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial fees and expenses as set forth in the Custodial Agreement, bank fees and expenses, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of LIBOR. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Buyer’s record of the terms purchase confirmation, request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by Seller or a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket out‑of‑pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial and securities intermediary fees and expenses as set forth in the Custodial Agreementon Exhibit K hereto, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesAdministrative Agent’s calculation of the Base Rate. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Administrative Agent’s or not such person is listed on Buyers’ record of the certificate delivered pursuant to Section 10.a(5) hereofterms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller or Guarantor shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to each of the Seller or Guarantor, at the time or times reasonably requested by the Seller or Guarantor, such properly completed and executed documentation reasonably requested by the Seller or Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller or Guarantor, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or Guarantor as will enable the Seller or Guarantor to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Seller or Guarantor, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller, Guarantor or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder f. Any indemnification payable by Seller or Guarantor to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller or Guarantor within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller or Guarantor by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-out of pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset Mortgage Loans or REO PropertyAgency Securities or incurred in connection with entering into, amending or modifying the Program Agreements. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented Out-of-pocket legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial the fees and expenses as set forth in on the Custodial AgreementAddendum, and any other ongoing fees and expenses payable in accordance with under any other Program AgreementAgreements. Without limiting Any of the foregoingforegoing fees shall be invoiced and delivered to the Seller and must be paid by the due date. If there is no due date specified on the invoice, the Seller Parties invoice amount is due within thirty (30) days. Any late payments, other than those directly related to a Mortgage Loan or Agency Security, shall pay all fees as and when required under accrue interest at rate equal to the Pricing Side LetterAccounts Receivable Rate. Any late payments directly related to a Mortgage Loan shall accrue interest at the then applicable Loan Margin, or any late payments directly related to an Agency Security shall accrue interest at the then applicable Agency Security Margin. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such upon demand by Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any . Buyer shall deliver to Seller a written description of such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesincreased costs. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(59(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements Mortgage Loan Documents and any other agreements that relate to Mortgage Loans with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any and all payments made by a or on account of any obligation of the Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program under the Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by any applicable law (as determined in the good faith discretion of the an applicable withholding agent) to deduct requires the deduction or withhold withholding of any Tax from any sums payable to Administrative Agent or such payment by a Buyer or Buyer assignee or participantwithholding agent, then (1) a Seller Party or Guarantor the applicable withholding agent shall be entitled to make such deductions deduction or withholdings withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted law and, if such Tax is an Indemnified Tax, then the sum payable by the Seller shall be increased as necessary so that after making such deductions and withholdings deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Section) the Buyer receives an amount equal to the sum it would have received had no such deductions deduction or withholdings withholding been made; and.

Program Costs. a. The Seller Parties Subject to Section 35, Sellers shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s reasonable (and Buyers’ reasonable and documented documented) out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel servicer in connection with the Program Agreementstermination of the servicing of a Mortgage Loan if such termination is required pursuant to the terms of this Agreement; provided, however, that Sellers shall be entitled to written evidence of such termination fee. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties Sellers shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Sellers agree to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Sellers’ behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510.b(2) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, each Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a use commercially reasonable manner Seller Parties’ and Guarantorefforts to enforce such Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor Sellers to Administrative Agent or a Buyer or a permitted Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a any Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or permitted Buyer assignee or participantassignee, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a the applicable Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) such Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment as soon as practicable but no later than thirty (30) days thereafter. Sellers shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) Business Days after demand therefor, for any Indemnified Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Sellers by a Buyer or Administrative Agent shall be conclusive absent manifest error. Administrative Agent or the applicable Buyer shall promptly repay to Sellers any refund of any amounts received by any of them that can be directly attributable to the Program Documents, as determined by Administrative Agent in its sole good faith discretion, and amounts paid pursuant to this Section 11. (ii) Administrative Agent shall cause each Buyer and permitted Buyer assignee to deliver to the Sellers, at the time or times reasonably requested by the Sellers, such properly completed and executed documentation reasonably requested by the Sellers as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and permitted Buyer assignee, if reasonably requested by Sellers, to deliver such other documentation prescribed by applicable law or reasonably requested by the Sellers as will enable the Sellers to determine whether or not such Buyer or permitted Buyer assignee is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)(ii)(A), (B) and (C) below) shall not be required if in such Buyer’s or any permitted Buyer’s assignee’s judgment such completion, execution or submission would subject such Buyer or permitted Buyer assignee to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or permitted Buyer assignee. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or permitted Buyer assignee to deliver to the Sellers the following properly completed and duly executed documents, to the extent legally entitled to do so: (A) in the case of a Buyer or permitted Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (or any successor form thereto) certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or permitted Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent (0%) or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of any Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit a Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or permitted Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or permitted assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or permitted assignee shall deliver to the Sellers at the time or times prescribed by law and at such time or times reasonably requested by the Sellers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Sellers as may be necessary for the Sellers to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or permitted Buyer assignee on or prior to the date on which such person becomes a Buyer or permitted Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Sellers to Administrative Agent or a Buyer or permitted Buyer assignee for Indemnified Taxes that are imposed on such Buyer or permitted Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Sellers within ten (10) Business Days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Sellers by the Administrative Agent on behalf of a Buyer or permitted Buyer assignee shall be conclusive absent manifest error. g. If Administrative Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 11(e) (including by the payment of additional amounts pursuant to this Section 11(g)), it shall pay to the Sellers an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of Administrative Agent and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Sellers, upon the request of Administrative Agent, shall repay to Administrative Agent the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that Administrative Agent is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will Administrative Agent be required to pay any amount to Sellers pursuant to this paragraph (g) the payment of which would place Administrative Agent in a less favorable net after-Tax position than Administrative Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require Administrative Agent to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to Sellers or any other Person. h. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a permitted Buyer assignee, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. i. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Sellers in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Sellers agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Sellers secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or any Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties Sellers shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the original preparation and execution of the Program Agreements. Sellers shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket out‑of‑pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the required change in compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costsTransactions or remitting Purchase Price Increases, then each Seller Party and Guarantor maySellers agree to pay to such Buyer, at its option and in its sole discretionfrom time to time, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesAdministrative Agent’s calculation of the Base Rate. c. With respect to any TransactionTransaction or Purchase Price Increase, as applicable, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase, as applicable, on each Seller Partyany Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, each Seller hereby waives the right to dispute Administrative Agent’s and Buyers’ record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Repurchase Asset to Administrative Agent for the benefit of Buyers, each Seller Parties and Guarantor Party agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner diligently such Seller Parties’ and GuarantorParty’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party Sellers or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party Sellers or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer Administrative Agent assignee or participant, then (1i) a Seller Party the Sellers or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Sellers shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Sellers and Guarantor shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to each of the Sellers and the Guarantor, at the time or times reasonably requested by the Sellers or Guarantor, such properly completed and executed documentation reasonably requested by the Sellers or Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Sellers or Guarantor, to deliver such other documentation prescribed by applicable law or reasonably requested by the Sellers or Guarantor as will enable the Sellers or Guarantor to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Sellers and Guarantor, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Sellers, Guarantor or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Sellers or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Sellers or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Sellers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Sellers as may be necessary for the Sellers to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Sellers or Guarantor to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Sellers or Guarantor within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Sellers or Guarantor by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Mortgage Loans and Contributed Assets, and the Purchased Mortgage Loans and Contributed Assets as owned by Sellers in the absence of an Event of Default by Sellers. Administrative Agent on behalf of Buyers and Sellers agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Sellers secured by the Purchased Mortgage Loans and Contributed Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans; provided that diligence may only be performed by Administrative Agent and Buyers on a sample of up to two-hundred (200) Mortgage Loans per fiscal quarter. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial and Disbursement Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines determines, in good faith, that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11.e) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11.e) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11.e(ii) (A) , (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to the Seller, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11.e, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11.e(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The (a) Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers Buyer hereunder or in determining connection herewith, including the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with preparing and negotiating the Program Agreements. Reasonable Agreements and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letterdocuments. b. (b) If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation Change in Requirements of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)Law, there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such upon demand by Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. (c) With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a) (5) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of such request or other communication. d. (d) Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (ie) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including including, but not limited to, due diligence review and Title Inquiry costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset Mortgage Loans and property inspections conducted by Buyer or its designee to confirm that the related Rental Properties comply with the Renovation Standards, in an aggregate amount not to exceed the Due Diligence Cap. Seller shall also reimburse Buyer for the costs and expenses incurred by Buyer in connection with monthly lien searches conducted by Buyer on REO PropertyProperties and such reimbursement shall not be subject to the Due Diligence Cap. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any ServicerServicer or the Property Manager. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s Buyer's counsel and Buyers’ counsel rating confirmation costs relating to any commercial paper conduit utilized by Buyer to finance the Transactions, in each case, in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Upon the occurrence of a Regulatory Capital Event under clause (ii)(A) of the definition thereof, from time to time, upon demand by Buyer determines that(with a copy to Custodian), due Seller shall pay to Buyer an amount equal to the introduction of, any change in, or the compliance Buyer's additional costs resulting from such Regulatory Capital Event (as specified by such Buyer with (iBuyer) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, but only to the extent each Seller Party and Guarantor received notice that such additional costs are not reflected in the definition of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities“Pricing Rate”. c. With respect to any Transaction, Administrative Agent and Buyers Purchase Price Increase or Transition Event Increase, as applicable, Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase or Transition Event Increase, as applicable, on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent 11(e)(i)) the Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller and Guarantor shall otherwise indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Buyer and any Buyer assignee shall deliver to each of the Seller and the Guarantor, at the time or times reasonably requested by the Seller or the Guarantor, such properly completed and executed documentation reasonably requested by the Seller or the guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer and any Buyer assignee, if reasonably requested by Seller or Guarantor, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or Guarantor as will enable the Seller or Guarantor to determine whether or not such Buyer or Buyer assignee is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, Buyer or Buyer assignee shall deliver to each of the Seller and the Guarantor: (A) in the case of a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding; (B) in the case of a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller, Guarantor of affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by law to permit the Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer or assignee shall deliver to the Seller or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after written demand therefor. As part of any such written demand for payment, the Buyer or the relevant Buyer assignee shall deliver a certificate to Seller (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. The Buyer or relevant Buyer assignee also shall timely deliver to the Seller a receipt (or other evidence reasonably satisfactory to the Seller) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. g. If the Buyer or Buyer assignee determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Seller or Guarantor or with respect to which the Seller has paid additional amounts pursuant to this Section, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Seller or Guarantor under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Buyer or Buyer assignee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of the Buyer or Buyer assignee, agrees to repay the amount paid over to them (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the Buyer or Buyer assignee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by Seller in the absence of an Event of Default by Seller. Buyer and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from Buyer to Seller secured by the Purchased Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties and Guarantor shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyRepurchase Assets, subject to Section 34 of this Agreement. The Seller Parties and Guarantor shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any ServicerServicer in connection with a termination of the Servicer by Buyer in accordance with Section 12.e or Section 16.d of this Agreement. The Seller Parties and Guarantor shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Partiesand Guarantor. The Seller Parties and Guarantor shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent then each of Seller Party and Guarantor received notice of such amounts no later than thirty agrees to pay to Buyer, from time to time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also made under this Section 11.b shall be made in a manner substantially consistent with determinations made by Buyer in respect to similarly situated counterparties of substantially similar warehouse and loan facilities with substantially similar assets in similar facilitiesassets. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding . In each such case, Seller and Guarantor hereby waives the assignment right to dispute Buyer’s record of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion terms of the applicable withholding agent) to deduct request or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andother communication.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit N hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or any Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including including, but not limited to, due diligence review costs (including any Post-Closing Diligence), and reasonable attorneys’ out-of-pocket attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans and the Trust Interests. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable Reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any 126103752\V-5 subsequent amendments to this Agreement or related documents (other than any amendments or documents required in connection with repurchase transactions by Buyer under Section 18 or any assignments or participations by Buyer under Section 22) shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Upon the occurrence of a Regulatory Capital Event after the date hereof, from time to time, upon demand by Buyer determines that, due (with a copy to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawCustodian), there Seller shall be pay to Buyer an increase in the cost amount equal to Buyer’s additional costs resulting from such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty Regulatory Capital Event (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costsBuyer); provided, however, that Seller shall not be required to compensate Buyer for any increased costs incurred more than six (6) months prior to the date that Buyer notifies Seller of such Regulatory Capital Event giving rise to such increased costs (except to the extent that such Regulatory Capital Event is applied retroactively in which case such six (6) month period shall be extended to include such period of retroactive effect). Buyer shall not allocate any such determination by increased costs to Seller in any Buyer must also manner that adversely selects this Agreement or the transactions hereunder from other similar facilities of Buyer. Notwithstanding anything to the contrary contained herein, if Xxxxx makes a demand for payment of costs under this Section 11.b, Seller shall, at its election, be made in a manner substantially consistent permitted to make an Optional Prepayment with respect to similarly situated counterparties 100% of the Purchased Assets that are then subject to Transactions hereunder. No Exit Fee shall be applicable in connection with substantially similar assets a repurchase of Purchased Assets in similar facilitiesconnection with a Regulatory Capital Event. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction Transaction, on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. In each such case, Seller hereby waives the right to dispute Xxxxx’s record of the terms of the request or other communication. d. Notwithstanding the assignment of any of any Seller Party’s rights or remedies under the Program Agreements with respect Mortgage Loan Documents related to the Purchased Assets (and/or the related Underlying Mortgage Loans) to Buyer pursuant to this Agreement, each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor Party agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner diligently such Seller Parties’ and GuarantorParty’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program AgreementsMortgage Loan Documents. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 11.e Administrative Agent 11.e(i)) Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and (iii) Seller shall notify Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Each Seller Party shall otherwise indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to 126103752\V-5 amounts payable under this Section 11.e) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Buyer and any Buyer assignee shall deliver to each Seller Party, at the time or times reasonably requested by such Seller Party, such properly completed and executed documentation reasonably requested by such Seller Party as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer and any Buyer assignee, if reasonably requested by a Seller Party, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Seller Party as will enable such Seller Party to determine whether or not such Buyer or Buyer assignee is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, Buyer or Buyer assignee shall deliver to each Seller Party: (A) in the case of a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding; (B) in the case of a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, Form W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of any Seller Party or an of affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by law to permit a Seller Party to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer or assignee shall deliver to each Seller Party at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its 126103752\V-5 obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered, properly completed and executed by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by a Seller Party to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11.e(i) hereof, shall be paid by such Seller Party within ten (10) days after written demand therefor. As part of any such written demand for payment, Buyer or the relevant Buyer assignee shall deliver a certificate to the applicable Seller Party (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. Buyer or relevant Buyer assignee also shall timely deliver to the applicable Seller Party a receipt (or other evidence reasonably satisfactory to such Seller Party, as applicable) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. g. If Buyer or Buyer assignee determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Seller Party or with respect to which a Seller Party has paid additional amounts pursuant to this Section, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Seller Party under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Buyer or Buyer assignee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of Buyer or Buyer assignee, agrees to repay the amount paid over to them (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event Buyer or Buyer assignee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11.g, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11.g the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets (and the related Underlying Mortgage Loans), and the Purchased Assets (and/or the related Underlying Mortgage Loans) as owned by a Seller Party, as applicable, in the absence of an Event of Default. Xxxxx and Xxxxxx agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from Buyer to Seller secured by the Purchased Assets (and/or the related Underlying Mortgage Loans), unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes. 126103752\V-5

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements; provided that the Seller shall not be responsible for legal fees in excess of $60,000 in connection with the initial preparation and negotiations of the Program Agreements or due diligence cost in excess of the Due Diligence Cap in accordance with Section 34 hereof. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementexpenses, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a the Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties Sellers shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans, in an aggregate amount not to exceed the Due Diligence Cap. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicer. The Seller Parties Sellers shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative AgentBuyer’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines in good faith that, due to the introduction of, any change in, or the required change in compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costsTransactions or remitting Purchase Price Increases, then each Seller Party and Guarantor maySellers agree to pay to Buyer, at its option and in its sole discretionfrom time to time, either upon demand by Buyer (iwith a copy to Custodian) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of Base Rate. c. With respect to any TransactionTransaction or Purchase Price Increase, Administrative Agent and Buyers as applicable, Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase, as applicable, on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, each Seller hereby waives the right to dispute Buyer’s record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties Sellers agree and Guarantor agrees and covenants covenant with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Partiesdiligently Sellers’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party Sellers or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party Sellers or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent 11(e)(i)) the Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) such Seller shall notify the Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Each Seller and Guarantor shall indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Buyer and any Buyer’s assignee shall deliver to each of the Sellers and the Guarantor, at the time or times reasonably requested by the Sellers or the Guarantor, such properly completed and executed documentation reasonably requested by each Seller or the Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer and any Buyer’s assignee, if reasonably requested by Sellers or Guarantor, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Sellers or Guarantor as will enable such Seller or Guarantor to determine whether or not such Buyer or Buyer’s assignee is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, Buyer or Buyer’s assignee shall deliver to each of the Sellers and the Guarantor: (A) in the case of a Buyer or Buyer assignee which is a “United States Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding; (B) in the case of a Buyer or Buyer assignee which is not a “United States Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of any Seller, Guarantor of affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by law to permit any Seller or Guarantor to determine the withholding or deduction required to be made. (C) If a payment made to a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer or assignee shall deliver to Sellers or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by such Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Seller as may be necessary for such Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable forms or documentation referred to above shall be delivered by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence, inaccuracy or invalidity of any form or documentation previously delivered by it hereunder. f. Any indemnification payable by any Seller to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by such Seller within ten (10) days after written demand therefor. As part of any such written demand for payment, the Buyer or the relevant Buyer assignee shall deliver a certificate to such Seller (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. The Buyer or relevant Buyer assignee also shall timely deliver to such Seller a receipt (or other evidence reasonably satisfactory to such Seller) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. g. If the Buyer or Buyer assignee determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Sellers or Guarantor or with respect to which such Seller has paid additional amounts pursuant to this Section, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Sellers or Guarantor under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Buyer or Buyer assignee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of the Buyer or Buyer assignee, agrees to repay the amount paid over to the them (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the Buyer or Buyer assignee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of each Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by such Seller in the absence of an Event of Default by any Seller. Buyer and Sellers agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from Buyer to Sellers secured by the Purchased Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties Sellers shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including including, but not limited to, due diligence review costs (including any Post-Closing Diligence), and reasonable attorneys’ out-of-pocket attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable Reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents (other than any amendments or documents required in connection with repurchase transactions by Buyer under Section 18 or any assignments or participations by Buyer under Section 22) shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Upon the occurrence of a Regulatory Capital Event after the date hereof, from time to time, upon demand by Buyer determines that, due (with a copy to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawCustodian), there Sellers shall be pay to Buyer an increase in the cost amount equal to Buyer’s additional costs resulting from such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty Regulatory Capital Event (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costsBuyer); provided, however, that Sellers shall not be required to compensate Buyer for any increased costs incurred more than six (6) months prior to the date that Buyer notifies Sellers of such Regulatory Capital Event giving rise to such increased costs (except to the extent that such Regulatory Capital Event is applied retroactively in which case such six (6) month period shall be extended to include such period of retroactive effect). Buyer shall not allocate any such determination by increased costs to Sellers in any manner that adversely selects this Agreement or the transactions hereunder from other similar facilities of Buyer. Notwithstanding anything to the contrary contained herein, if Buyer must also makes a demand for payment of costs under this Section 11.b, Sellers shall, at their election, be made in a manner substantially consistent permitted to make an Optional Prepayment with respect to similarly situated counterparties 100% of the Purchased Assets that are then subject to Transactions hereunder. No Exit Fee shall be applicable in connection with substantially similar assets a repurchase of Purchased Assets in similar facilitiesconnection with a Regulatory Capital Event. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction Transaction, on each Seller Party’s Sellers’ behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Sellers hereby waive the right to dispute Buyer’s record of the terms of the request or other communication. d. Notwithstanding the assignment of any of Sellers rights or remedies under the Program Agreements Mortgage Loan Documents with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties Sellers agree and Guarantor agrees and covenants covenant with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Partiesdiligently Sellers’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program AgreementsMortgage Loan Documents. (i) Any payments made by a any Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a any Seller Party or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 11.e Administrative Agent 11(e)(i)) Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and (iii) Sellers shall notify Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Sellers shall otherwise indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority.

Program Costs. a. The Seller Parties shall pay the fees of Buyer’s counsel plus related expenses in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer or subservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial fees and expenses as set forth in the Custodial Agreement, bank fees and expenses, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of LIBOR. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Buyer’s record of the terms purchase confirmation, request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under by the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, howeverprovided that, that any subject to the foregoing, Seller shall be permitted to terminate this Agreement after such determination demand by any Buyer must also be made in a manner substantially consistent with respect delivering written notice of such election to similarly situated counterparties with substantially similar assets in similar facilitiesAdministrative Agent. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, participant then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to the Seller, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit L hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified and documented in reasonable detail in writing by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any ServicerServicer that is replaced or terminated in accordance with this Agreement. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the related Custodial Agreement, and any other ongoing fees and expenses payable set forth in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with with, after the date of this Agreement (i) any eurocurrency Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any LEGAL02/43092007v4 future Transactions, thenthen Xxxxxx agrees to pay to such Xxxxx, from time to the extent each Seller Party and Guarantor received notice of time, upon demand by such amounts no later than thirty Xxxxx (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersXxxxxx, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or under any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall and shall cause each Buyer to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall and shall cause each Buyer, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not Administrative Agent or such Buyer is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in a Buyer’s judgment such completion, execution or submission would subject such Buyer to LEGAL02/43092007v4 any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer. Without limiting the generality of the foregoing, Administrative Agent shall and shall cause a Buyer to deliver to the Seller, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. LEGAL02/43092007v4 f. Any indemnification payable by Seller to Administrative Agent or a Buyer for Indemnified Taxes or Other Taxes that are imposed on Administrative Agent or such Buyer, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent, each Buyer and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees of Buyer’s counsel in an amount not exceeding $15,000 plus related expenses in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer or subservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial fees and expenses as set forth in the Custodial Agreement, securities intermediary fees and expenses, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of LIBOR. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Buyer’s record of the terms purchase confirmation, request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit M hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer as sufficient to compensate such Buyer for such increased costs; . c. If Buyer becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by Buyer to Seller shall be conclusive in the absence of manifest error, provided, however, that any the Buyer shall use good faith efforts to (i) calculate such determination by any Buyer must also be made amounts in a manner substantially which is consistent with the manner in which it makes calculations for comparable claims with respect to similarly situated counterparties with substantially similar assets in similar facilitiessellers and (ii) not allocate to the Seller a proportionately greater amount of such additional compensation than it allocates to each of its other similarly situated sellers. c. d. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, the terms of the Purchase Confirmation, request or other communication shall be deemed correct absent manifest error. d. e. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) f. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. (a) The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. (b) If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. (c) With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. (d) Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the each Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of Base Rate. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the each Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers Buyer for any of Administrative Agent’s and Buyers’ Buyer's reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney's fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ Buyer's counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial and bank fees and expenses as set forth in the Custodial Agreementon Exhibit N hereto, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side LetterDocument. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Seller hereby waives the right to dispute Buyer's record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s diligently Seller's rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no such deductions or withholdings not been made; andimposed.

Program Costs. a. The Seller Parties Sellers shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including including, but not limited to, due diligence review costs (including any Post-Closing Diligence), and reasonable attorneys’ out-of-pocket attorney’s fees, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable Reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents (other than any amendments or documents required in connection with repurchase transactions by Buyer under Section 18 or any assignments or participations by Buyer under Section 22) shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Upon the occurrence of a Regulatory Capital Event after the date hereof, from time to time, upon demand by Buyer determines that, due (with a copy to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawCustodian), there Sellers shall be pay to Buyer an increase in the cost amount equal to Buyer’s additional costs resulting from such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty Regulatory Capital Event (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costsBuyer); provided, however, that Sellers shall not be required to compensate Buyer for any increased costs incurred more than six (6) months prior to the date that Buyer notifies Sellers of such Regulatory Capital Event giving rise to such increased costs (except to the extent that such Regulatory Capital Event is applied retroactively in which case such six (6) month period shall be extended to include such period of retroactive effect). Buyer shall not allocate any such determination by increased costs to Sellers in any manner that adversely selects this Agreement or the transactions hereunder from other similar facilities of Buyer. Notwithstanding anything to the contrary contained herein, if Buyer must also makes a demand for payment of costs under this Section 11.b, Sellers shall, at their election, be made in a manner substantially consistent permitted to make an Optional Prepayment with respect to similarly situated counterparties 100% of the Purchased Assets that are then subject to Transactions hereunder. No Exit Fee shall be applicable in connection with substantially similar assets a repurchase of Purchased Assets in similar facilitiesconnection with a Regulatory Capital Event. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor Sellers in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction Transaction, on each Seller Party’s Sellers’ behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, Sellers hereby waive the right to dispute Buyer’s record of the terms of the request or other communication. d. Notwithstanding the assignment of any of Sellers rights or remedies under the Program Agreements Mortgage Loan Documents with respect to each Purchased Asset to Administrative Agent for the benefit of BuyersBuyer, Seller Parties Sellers agree and Guarantor agrees and covenants covenant with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Partiesdiligently Sellers’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program AgreementsMortgage Loan Documents. (i) Any payments made by a any Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a any Seller Party or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent Buyer or a Buyer or Buyer assignee or participantassignee, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 11.e Administrative Agent 11(e)(i)) Buyer or a Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and (iii) Sellers shall notify Buyer or Buyer assignee of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Sellers shall otherwise indemnify Buyer for any Indemnified Taxes or Other Taxes imposed on Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Buyer and any Buyer assignee shall deliver to each of Sellers, at the time or times reasonably requested by Sellers, such properly completed and executed documentation reasonably requested by Sellers as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer and any Buyer assignee, if reasonably requested by Sellers, shall deliver such other documentation prescribed by applicable law or reasonably requested by Sellers as will enable Sellers to determine whether or not such Buyer or Buyer assignee is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, Buyer or Buyer assignee shall deliver to each of the Sellers: (A) in the case of a Buyer or Buyer assignee which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding; (B) in the case of a Buyer or Buyer assignee which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, Form W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Sellers or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Sellers to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer or assignee shall deliver to Sellers at the time or times prescribed by law and at such time or times reasonably requested by Sellers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Sellers as may be necessary for Sellers to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered, properly completed and executed by each applicable Buyer or Buyer assignee on or prior to the date on which such person becomes a Buyer or Buyer assignee under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Sellers to Buyer or any Buyer assignee for Indemnified Taxes or Other Taxes that are imposed on Buyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Sellers within ten (10) days after written demand therefor. As part of any such written demand for payment, Buyer or the relevant Buyer assignee shall deliver a certificate to Sellers (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. Buyer or relevant Buyer assignee also shall timely deliver to Sellers a receipt (or other evidence reasonably satisfactory to Sellers) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. g. If Buyer or Buyer assignee determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by Sellers or with respect to which Sellers have paid additional amounts pursuant to this Section, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Sellers under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Buyer or Buyer assignee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of Buyer or Buyer assignee, agrees to repay the amount paid over to them (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event Buyer or Buyer assignee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Assets, and the Purchased Assets as owned by Sellers in the absence of an Event of Default by Sellers. Buyer and Sellers agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from Buyer to Sellers secured by the Purchased Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in an amount not exceeding $35,000 in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 36, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or any Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.

Program Costs. a. The Seller Parties Sellers shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans, in an aggregate amount not to exceed the Due Diligence Cap. The Seller Parties Sellers shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties Sellers shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented out-of-pocket legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller PartiesSellers. The Seller Parties Sellers shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines in good faith that, due to the introduction of, any change in, or the required change in compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costsTransactions or remitting Purchase Price Increases, then each Seller Party and Guarantor maySellers agree to pay to such Buyer, at its option and in its sole discretionfrom time to time, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiessuch Buyer’s calculation of Base Rate. c. With respect to any TransactionTransaction or Purchase Price Increase, as applicable, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction or request a Purchase Price Increase, as applicable, on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. In each such case, each Seller hereby waives the right to dispute Administrative Agent’s record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties Sellers agree and Guarantor agrees and covenants covenant with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Partiesdiligently Sellers’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party Sellers or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party Sellers or Guarantor shall be required by applicable law (as determined in the their good faith discretion of the applicable withholding agentdiscretion) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or a Buyer assignee or participant, then (1i) a such Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority official body in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)(i)) the Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) such Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Each Seller and Guarantor shall indemnify Administrative Agent and such Buyer for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and any assignee or participant of a Buyer to deliver to each of the Sellers and the Guarantor, at the time or times reasonably requested by the Sellers or the Guarantor, such properly completed and executed documentation reasonably requested by each Seller or the Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Sellers or Guarantor, to deliver such other documentation prescribed by applicable law or reasonably requested by the Sellers or Guarantor as will enable such Seller or Guarantor to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or assignee or participant of a Buyer to deliver to each of the Sellers and the Guarantor: (A) in the case of a Buyer or any assignee or participant of a Buyer which is a “United States Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to backup withholding; (B) in the case of a Buyer or any assignee or participant of a Buyer which is not a “United States Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of any Seller, Guarantor of affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit any Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or any assignee or participant of a Buyer under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to Sellers or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by such Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Seller as may be necessary for such Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable forms or documentation referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or any assignee or participant of a Buyer on or prior to the date on which such person becomes a Buyer or any assignee or participant of a Buyer under this Agreement, as the case may be, and upon the obsolescence, inaccuracy or invalidity of any form or documentation previously delivered by it hereunder. f. Any indemnification payable by any Seller to Administrative Agent or a Buyer or any assignee or participant of a Buyer for Indemnified Taxes or Other Taxes that are imposed on such Buyer or any assignee or participant of a Buyer, as described in Section 11(e)(i) hereof, shall be paid by such Seller within ten (10) days after written demand therefor. As part of any such written demand for payment, a Buyer or the relevant assignee or participant of a Buyer shall deliver a certificate to such Seller (along with a copy of the applicable documents from the relevant Governmental Authority) setting forth a calculation of the amount of Indemnified Taxes or Other Tax for which the demand is made, which calculated amount shall be conclusive absent manifest error. A Buyer or relevant assignee or participant of a Buyer also shall timely deliver to such Seller a receipt (or other evidence reasonably satisfactory to such Seller) of the actual payment of Indemnified Taxes or Other Taxes with respect to which the indemnification request relates. g. If a Buyer or any assignee or participant of a Buyer determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Sellers or Guarantor or with respect to which such Seller has paid additional amounts pursuant to this Section, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Sellers or Guarantor under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by such Buyer or any assignee or participant of a Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of such Buyer or any assignee or participant of a Buyer, agrees to repay the amount paid over to the them (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Buyer or any assignee or participant of a Buyer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 11(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 11(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes for each Transaction to constitute indebtedness of each Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by such Seller in the absence of an Event of Default by any Seller. Administrative Agent, Buyers, Sellers and any assignee and each participant agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans to Sellers secured by the Purchased Assets, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans; provided that Buyer shall provide notice to Seller at such time such out-of-pocket costs and expenses reaches $25,000; provided, however, that failure to deliver such notice shall not affect Seller’s obligations hereunder. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial and Disbursement Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines determines, in good faith, that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to the Seller, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties After the Effective Date, Phytera shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review pay all costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers it in determining the acceptability Program pursuant to Administrative Agent and Buyers of the Research Plan. Phytera shall not be entitled to any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel payment from Lilly in connection with the Program Agreementsexcept the Research Funds and the milestones and royalties provided under this agreement. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents Lilly shall be borne by the Seller Partiesresponsible for its own costs in providing consultation, advice and research efforts. 2.11 SCREENING LILLY COMPOUND LIBRARIES. The Seller Parties Program includes the possibility of screening by Phytera of up to [ ]* Compounds from the Lilly Compound Libraries using the Program Screens. If Lilly elects to have additional screening performed by Phytera, there shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with be either (i) any eurocurrency reserve requirement an adjustment to the FTE effort funded by Lilly sufficient to enable Phytera to conduct such screening without adversely impacting Phytera's ability to satisfy its existing obligations under the Program or (ii) Phytera's existing obligations under the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there Program shall be an increase evaluated and adjusted appropriately so that Phytera can reasonably achieve all its obligations, including such new screening activities, with the same FTE effort as existed prior to Lilly's election to request such additional screening be done by Phytera. In the event that screening of Lilly Compound Libraries by Lilly or Phytera results in the cost to identification of a Compound demonstrating Antifungal Activity, such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also Compound shall be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth included in the Program Agreements. (i) Any payments made for research consistent with the Research Plan and shall become and be designated a Research Compound under the Agreement upon written designation by the Research Team of such Compound as a Seller Party Research Compound and appendage of such written designation to this Agreement, such written designation not to be unreasonably withheld or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or delayed. For avoidance of any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxesdoubt, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of event that such written designation does not occur, a Compound from the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or Lilly Compound Libraries shall not become a Buyer or Buyer assignee or participantResearch Compound. Additionally, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted notwithstanding anything to the relevant Governmental Authority contrary in accordance with applicable lawthis Agreement, under no circumstance shall (a) Phytera receive any license, rights, or other interest in the Lilly Compound Libraries or Lilly owned Excluded Compounds; or (2b) to the extent the withheld an Excluded Compound ever become or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or deemed a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andResearch Compound.

Program Costs. a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any ServicerServicer that is replaced or terminated in accordance with this Agreement. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the related Custodial Agreement, and any other ongoing fees and expenses payable set forth in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with with, after the date of this Agreement (i) any eurocurrency Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter LEGAL02/41326134v4 into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or under any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall and shall cause each Buyer to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall and shall cause each Buyer, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not Administrative Agent or such Buyer is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in a Buyer’s judgment such completion, execution or submission would subject such Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer. Without limiting the generality of the foregoing, Administrative LEGAL02/41326134v4 Agent shall and shall cause a Buyer to deliver to the Seller, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. LEGAL02/41326134v4 The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller to Administrative Agent or a Buyer for Indemnified Taxes or Other Taxes that are imposed on Administrative Agent or such Buyer, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent, each Buyer and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket out‑of‑pocket costs, including due diligence review costs and reasonable attorneys’ fees, attorney’s fees incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the each Custodial Agreement, and any other ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to such Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such coststime, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesAdministrative Agent’s calculation of Base Rate. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(510(a)(6) hereof. In each such case, Seller hereby waives the right to dispute Administrative Agent’s or Buyers’ record of the terms of the request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1i) a the Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making such all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e 11(e)) Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; andand (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller or Guarantor shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. (ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller or the Guarantor, at the time or times reasonably requested by the Seller or Guarantor, such properly completed and executed documentation reasonably requested by the Seller or Guarantor as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller or Guarantor, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or Guarantor as will enable the Seller or Guarantor to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or any Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Seller or Guarantor, to the extent legally entitled to do so: (A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax; (B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BENE-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller, Guarantor or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller or Guarantor to determine the withholding or deduction required to be made. (C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller or Guarantor at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder. f. Any indemnification payable by Seller or Guarantor to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller or Guarantor within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller or Guarantor by the Administrative Agent on behalf of a Buyer or Buyer assignee or participant shall be conclusive absent manifest error. g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement. h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans, and the Purchased Mortgage Loans as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

Program Costs. a. The Seller Parties shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Seller shall reimburse Administrative Agent and Buyers Buyer for any of Administrative AgentBuyer’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ feesattorney’s fees as further described below and in Section 35, incurred by Administrative Agent and Buyers Buyer in determining the acceptability to Administrative Agent and Buyers Buyer of any Purchased Asset or REO PropertyMortgage Loans. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers Buyer if Administrative Agent or Buyers Buyer shall pay, any termination fee, which may be due any Servicerservicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller. Seller Parties. The Seller Parties shall pay reasonable and customary ongoing custodial and securities intermediary fees and expenses as set forth in the Custodial Agreementon Exhibit K hereto, and any other reasonable and customary ongoing fees and expenses payable in accordance with under any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, thenthen Seller agrees to pay to Buyer, from time to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty time, upon demand by Buyer (30with a copy to Custodian) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, provided that any this Section 11(b) shall only apply to the extent that such determination by any Buyer must also be made increased costs are not reflected in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilitiesBuyer’s calculation of CSCOF. c. With respect to any Transaction, Administrative Agent and Buyers Buyer may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers Buyer reasonably believe believes to have been given or made by a person authorized to enter into a Transaction on each Seller PartySeller’s behalf. In each such case, whether Seller hereby waives the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereofother communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset Mortgage Loan to Administrative Agent for the benefit of BuyersBuyer, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers Buyer to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantordiligently Seller’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) e. Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of of, and without deduction or withholding for for, any Taxestaxes; provided, except as required by applicable law. If a Seller Party or Guarantor however, that if such payer shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax taxes from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participantBuyer, then such payer shall (1A) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted such amounts to the relevant Governmental Authority authority in accordance with applicable law; , (2B) pay to the extent the withheld or deducted Tax is an Indemnified Tax, Buyer the sum that would have been payable shall be increased had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable specified by Buyer to additional sums payable under this Section 11.e Administrative Agent or a preserve the after-tax yield Buyer receives an amount equal to the sum it would have received if such tax had no not been imposed, and otherwise indemnify Buyer for any such deductions or withholdings been made; andtaxes imposed.