Common use of Program Costs Clause in Contracts

Program Costs. a. The Sellers shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L hereto, and any other ongoing fees and expenses under any other Program Document. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(5) hereof. In each such case, each 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 Mortgage Loan to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 Buyer for any such taxes imposed.

Program Costs. a. The Sellers shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including reasonable (under the circumstances) due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer. The Sellers shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L hereto, and any other ongoing fees and expenses under any other Program Document. b. If Buyer determines in good faith thatIf, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional documented amounts as specified by Buyer to compensate Buyer for such increased costs. A certificate as to any additional amounts payable pursuant to this Section submitted by the Buyer to the Sellers shall be conclusive in the absence of manifest error. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ behalf, whether or not provided such person is listed on the certificate delivered pursuant to Section 11(a)(510(a)(5) hereof. In each such case, each Seller Sellers hereby waives waive the right to dispute Buyer’s record of the terms of the Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of any Seller’s rights under the Program Agreements with respect to each Purchased Mortgage Loan to Buyer, each Seller agrees Sellers agree and covenants covenant with Buyer to enforce diligently the Sellers’ rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage LoansRepurchase Assets; 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 Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer. The Sellers Seller shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L heretoin the Custodial Agreement, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines determines, in good faith faith, that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers any Seller Party in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ such Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(5Section10.a(5) hereof. In each such case, each 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 Mortgage Loan Asset to Buyer, each Seller Party agrees and covenants with Buyer to enforce diligently the Sellers’ their rights and remedies set forth in the Program Agreements. e. (i) Any payments made by the Sellers or Guarantor Seller to Buyer or a Buyer assignee hereunder or any Program Agreement shall be made free and clear of, of and without deduction or withholding forfor any Taxes, any taxes; provided, however, that if such payer except as required by applicable law. If Seller shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any taxes Tax from any sums payable to BuyerBuyer or a Buyer assignee, then such payer (i) the Seller shall (A) make such deductions or withholdings and pay such amounts the full amount deducted to the relevant authority Governmental Authority in accordance with applicable law; (ii) 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 all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 11(e)) the Buyer or Buyer assignee receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and (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 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 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, Buyer and any Buyer assignee, if reasonably requested by Seller, shall 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 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) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) below) shall not be required if in the Buyer’s or Buyer’s assignee’s judgment 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 the Seller, 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 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 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 at the time Price Differential is paidor 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), pay “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 all additional amounts as specified by or any Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes assignee for Indemnified Taxes or Other Taxes that are imposed on BuyerBuyer or a Buyer assignee, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor. A certificate as to the amount of such payment or liability delivered to the Seller by Buyer or a Buyer assignee shall be conclusive absent manifest error. g. Each party’s overall net 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. 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 imposed to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, Transaction Mortgage Loans and Contributed REO Property, and the Purchased Assets as owned by Seller and the Transaction Mortgage Loans as owned by Transaction Subsidiary and the Contributed REO Properties as owned by REO Subsidiary in lieu thereof) as a result the absence of any present or former connection between the an Event of Default by Seller. Buyer and Seller agree that they will treat and report for all tax purposes the relevant Transactions entered into hereunder as one or more loans from Buyer to Seller secured by the Purchased Assets, Transaction Mortgage Loans and Contributed REO Properties, unless otherwise prohibited by law or upon a final determination by any taxing authority, and otherwise indemnify Buyer authority that the Transactions are not loans for any such taxes imposedtax purposes.

Program Costs. a. The Sellers shall reimburse Buyer for any of Buyer’s 's reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s 's fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers shall pay the fees and expenses of Buyer’s 's counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L N hereto, and any other ongoing fees and expenses under any other Program Document. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ ' behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(510(a)(5) hereof. In each such case, each Seller Sellers hereby waives waive the right to dispute Buyer’s '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 Mortgage Loan to Buyer, each Seller agrees Sellers agree and covenants covenant with Buyer to enforce diligently the Sellers’ ' rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or the Parent Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers Subject to the provisions of Section 36 hereof, Seller shall reimburse Buyer for any of Buyer’s 's reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s 's fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage LoansEligible Assets. The Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers Seller shall pay the reasonable fees and expenses of Buyer’s 's counsel in connection with its preparation of the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L hereto, and any other ongoing fees and expenses expenses, in each case, under any other Program DocumentAgreement. b. If Buyer determines in good faith that, due to the introduction of, of or compliance by Buyer with any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer (absent manifest error) to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ Seller's behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(510(a)(5) hereof. In each such case, each Seller hereby waives the right to dispute Buyer’s 's record of the terms of the Purchase Confirmation, request or other communicationcommunication (absent manifest error). d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan Asset to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller's rights and remedies set forth in the Program Agreements. e. Any and all payments made by the Sellers Seller under or Guarantor in respect of this Repurchase Agreement or any other Repurchase Documents to Buyer which the Seller is a party shall be made free and clear of, and without deduction or withholding forfor or on account of, any and all present or future taxes; provided, howeverlevies, that if such payer imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, "Taxes"), unless required by law or otherwise provided herein with respect to Excluded Taxes. If the Seller shall be required by law under any applicable Requirement of Law to deduct or withhold any taxes Taxes from or in respect of any sums sum payable under or in respect of this Repurchase Agreement or any of the other Repurchase Documents to the Buyer, then (i) Seller shall make all such payer deductions and withholdings in respect of Taxes, (ii) Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (Aiii) make the sum payable by Seller shall be increased as may be necessary so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 11) such Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings and pay such amounts to been made in respect of Non-Excluded Taxes. For purposes of this Repurchase Agreement the relevant authority term "Non-Excluded Taxes" are Taxes other than, in accordance with applicable lawthe case of a Buyer, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes Taxes that are imposed on Buyer’s its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Buyer is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of such Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Repurchase Documents (in which case such Taxes will be treated as Non-Excluded Taxes). f. In addition, Seller hereby agrees to pay any present or former connection between future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Repurchase Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Repurchase Document (collectively, "Other Taxes"). g. Seller hereby agrees to indemnify Buyer for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 11 imposed on or paid by such Buyer and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The indemnity by Seller provided for in this Section 11(g) shall apply and be made whether or not the relevant taxing authorityNon-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by Seller under the indemnity set forth in this Section 11(g) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor. h. Within thirty (30) days after the date of any payment of Taxes, and otherwise indemnify Seller (or any Person making such payment on behalf of Seller) shall furnish to Buyer for any such taxes imposedits own account a certified copy of the original official receipt evidencing payment thereof. For purposes of subsection (i) of this Section 11, the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code.

Program Costs. a. The Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage LoansLoans or Agency Securities or incurred in connection with entering into, amending or modifying the Program Agreements. The Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer. The Sellers Seller shall pay the fees and expenses of Buyer’s outside counsel in connection with the Program Agreements. Further, Seller shall pay, or reimburse Custodian for, any fees and expenses of Custodian relating to the Purchased Mortgage Loans and any Program Agreement, including, without limitation, any shipping costs. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and any other fees and expenses as set forth on Exhibit L heretothe Addendum, and any other ongoing fees and expenses under any other Program DocumentAgreements. If Wxxxx Fargo Bank, National Association is the Custodian with respect to any Purchased Mortgage Loans, Seller shall indemnify, hold harmless and defend Wxxxx Fargo Bank, National Association with respect to any damages or costs and expenses incurred by Wxxxx Fargo Bank, National Association in its capacity as Custodian, except any damages or costs and expenses that result from the gross negligence, bad faith or willful misconduct of Wxxxx Fargo Bank, National Association as Custodian. Wxxxx Fargo Bank, National Association 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 invoice amount is due within thirty (30) days. Any late payment will accrue interest at the Accounts Receivable Rate. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. In determining any additional amounts due under this Section 10(b), Buyer shall treat Seller in the same manner it treats other similarly situated sellers in repurchase facilities with generally similar terms as determined by Buyer in its reasonable discretion. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(59(a)(5) hereof. In each such case, each 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 Mortgage Loan Asset to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller’s rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers Seller or Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposedimposed (and, costs and expenses, if any, related thereto).

Program Costs. a. The Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable and documented out-of-pocket costs, including including, but not limited to, due diligence review and Title Inquiry costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage LoansLoans and property inspections conducted by Buyer or its designee. The Sellers Seller shall also reimburse Buyer for the costs and expenses incurred by Buyer in connection with monthly lien searches conducted by Buyer on REO Properties. Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer or the Asset Manager. The Sellers Seller shall pay the reasonable and documented fees and expenses of Buyer’s counsel and, up to $30,000, rating confirmation costs relating to a commercial paper conduit utilized by Buyer to finance the Transactions, in each case, in connection with the Program Agreements. Legal Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L heretoin the Custodial Agreement, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines in good faith that, due to Upon the introduction of, any change in, or the compliance by Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation occurrence 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyera Regulatory Capital Event, from time to time, upon demand by Buyer (with a copy to Custodian) ), Seller shall pay to Buyer an amount equal to the actual cost of Buyer’s additional amounts costs resulting from such Regulatory Capital Event (as specified by Buyer). Notwithstanding anything to the contrary contained herein, if Buyer makes a demand as contemplated in the preceding sentence, upon payment of the related Repurchase Prices, Seller shall, at its election, be permitted to compensate Buyer for such increased costsmake an Optional Prepayment with respect to 100% of the Purchased Assets, including all Trust Mortgage Loans and REO Properties that are then subject to a Transaction. c. With respect to any TransactionTransaction or Purchase Price Increase, as applicable, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably 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 the Sellers’ Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(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 Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan Asset to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller’s rights and remedies set forth in the Program Agreements. e. (i) Any payments made by the Sellers Seller or Guarantor to Buyer or a Buyer assignee hereunder shall be made free and clear of, of and without deduction for any Taxes, except as required by law. If Seller or withholding for, any taxes; provided, however, that if such payer Guarantor shall be required by law (as determined in their good faith discretion) to deduct or withhold any taxes Tax from any sums payable to BuyerBuyer or a Buyer assignee, then such payer (i) the Seller or Guarantor shall (A) make such deductions or withholdings and pay such amounts the full amount deducted to the relevant authority official body in accordance with applicable law; (ii) to the extent the withheld or deducted Tax is an Indemnified Tax, (B) pay to Buyer the sum payable shall be increased as necessary so that would have been after making all required deductions (including deductions applicable to additional sums payable had such deduction under this Section 11(e)(i)) the Buyer or withholding not been made, and (C) at Buyer assignee receives an amount equal to the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer sum it would have received if had no such tax had not deductions been imposed other than taxes that are imposed on Buyer’s overall net income made; and (and franchise taxes imposed in lieu thereofiii) as a result of any present or former connection between 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 taxing authority, Governmental Authority evidencing such payment within ten (10) days thereafter. Seller and Guarantor shall otherwise indemnify Buyer for any Indemnified Taxes imposed on 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) 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 (a “U.S. Tax Compliance Certificate”), in a form reasonably acceptable to Seller, 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 in a form reasonably acceptable to Seller, 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 in a form reasonably acceptable to Seller 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 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 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 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 imposedto 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. i. If an Affected Party shall at any time (without regard to whether any Basel III Regulations are then in effect) suffer or incur (i) any explicit or implicit charge, assessment, cost or expense by reason of the amount or type of assets, capital or supply of funding such Affected Party or any of its Affiliates is required or expected to maintain in connection with the transactions contemplated herein, without regard to (A) whether such charge, assessment, cost or expense is imposed or recognized internally, externally or inter-company or (B) whether it is determined in reference to a reduction in the rate of return on such Affected Party’s or Affiliate’s assets or capital, an inherent cost of the establishment or maintenance of a reserve of stable funding, a reduction in the amount of any sum received or receivable by such Affected Party or its Affiliates or otherwise, or (ii) any other imputed cost or expense arising by reason of the actual or anticipated compliance by such Affected Party or any of its Affiliates with the Basel III Regulations, then, upon demand by or on behalf of such Affected Party, Seller shall pay to Buyer, for the benefit of such Affected Party, such amount as will, in the determination of such Affected Party, compensate such Affected Party therefor. A certificate of the applicable Affected Party setting forth the amount or amounts necessary to compensate Affected Party under this Section shall be delivered to the Seller and shall be conclusive absent manifest error.

Program Costs. a. The Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers Seller shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L K hereto, and any other ongoing fees and expenses under any other Program Document. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 actual increase in the cost to Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(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 Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller’s rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor Seller to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 Buyer for any such taxes imposed.

Program Costs. a. The Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage 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 Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer. The Sellers Seller shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L heretoin the Custodial and Disbursement Agreement, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines determines, in good faith faith, that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(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 Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller’s rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor Seller to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer. The Sellers Seller shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. 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 SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L heretoSchedule 1 to the Addendum, and any other ongoing fees and expenses under any other Program DocumentAgreements. Seller shall indemnify, hold harmless and defend the Custodian 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. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(59(a)(5) hereof. In each such case, each 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 Mortgage Loan to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller’s rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers Seller or Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers shall pay the fees and expenses of Buyer’s counsel in connection with the original preparation and execution of the Program Agreements. Sellers shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, fees incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L heretoin the Custodial Agreement, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the required change in compliance by 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 Buyer in engaging in the present or any future TransactionsTransactions or remitting Purchase Price Increases, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs; provided that this Section 11(b) shall only apply to the extent that such increased costs are not reflected in Buyer’s calculation of the Base Rate. c. With respect to any TransactionTransaction or Purchase Price Increase, as applicable, Buyer may conclusively rely upon, and shall incur no liability to the Sellers in acting upon, any request or other communication that Buyer reasonably 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 the Sellers’ any Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(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 Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan Repurchase Asset to Buyer, each Seller Party agrees and covenants with Buyer to enforce diligently the Sellers’ such Seller Party’s rights and remedies set forth in the Program Agreements. e. (i) Any payments made by the Sellers or Guarantor to Buyer hereunder shall be made free and clear of, of and without deduction for any Indemnified Taxes or withholding for, any taxesOther Taxes; provided, however, provided that if such payer a Seller or Guarantor shall be required by law to deduct any Indemnified Taxes or withhold any taxes Other Taxes from any sums payable to Buyersuch payments, then such payer shall (A) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 11(e)(i)) the Buyer receives an amount equal to the sum it would have received had no such deductions been made, (B) the Sellers shall make such deductions or withholdings and deductions, (C) the Sellers shall pay such amounts the full amount deducted to the relevant authority official body in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been madeLaw, and (CD) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on Buyer’s overall net income (and franchise taxes imposed in lieu thereof) as a result of any present or former connection between Sellers shall notify the Buyer of the amount paid and the relevant taxing authority, 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 taxes imposednon-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 Sellers Seller shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers Seller shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicerServicer. The Sellers Seller shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the SellersSeller. The Sellers Seller shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L heretoin the Custodial Agreement, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(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 Purchase Confirmation, request or other communicationcommunication absent manifest error. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ Seller’s rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor Seller to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer Seller shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer Seller shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers shall reimburse Buyer for any of Buyer’s 's reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s 's fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage Loans. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers shall pay the fees and expenses of Buyer’s 's counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L hereto, and any other ongoing fees and expenses under any other Program Document. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ ' behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(a)(510(a)(5) hereof. In each such case, each Seller Sellers hereby waives waive the right to dispute Buyer’s '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 Mortgage Loan to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ ' rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers shall reimburse Buyer for any of Buyer’s 's reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s 's fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage LoansLoans or REO Properties. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which fee that may be due any servicer. The Sellers shall reimburse Buyer for any of Buyer's reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney's fees, incurred by Buyer in reviewing the Purchased Assets subject to a Transaction. Sellers shall pay the fees and expenses of Buyer’s 's counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L hereto, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ behalf, whether or not such person ' behalf and is listed on the certificate delivered pursuant to Section 11(a)(510(a)(5) hereof. In each such case, each Seller Sellers hereby waives waive the right to dispute Buyer’s '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 Mortgage Loan Asset to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ ' rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers or Guarantor to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.

Program Costs. a. The Sellers shall reimburse Buyer for any of Buyer’s reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Buyer in determining the acceptability to Buyer of any Mortgage LoansEligible Assets. The Sellers shall also pay, or reimburse Buyer if Buyer shall pay, any termination fee, which may be due any servicer. The Sellers shall pay the fees and expenses of Buyer’s counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Sellers. The Sellers shall pay ongoing custodial and bank fees and expenses as set forth on Exhibit L hereto, and any other ongoing fees and expenses under any other Program DocumentAgreement. b. If Buyer determines in good faith that, due to the introduction of, any change in, or the compliance by 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 Buyer in engaging in the present or any future Transactions, then the Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such increased costs. c. With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to the Sellers any Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Sellers’ a Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 11(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 Purchase Confirmation, request or other communication. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Mortgage Loan Asset to Buyer, each Seller agrees and covenants with Buyer to enforce diligently the Sellers’ rights and remedies set forth in the Program Agreements. e. Any payments made by the Sellers any Seller, any Guarantor or Guarantor Mezzanine Loan Subsidiary to Buyer shall be free and clear of, and without deduction or withholding for, any taxes; provided, however, that if such payer shall be required by law to deduct or withhold any taxes from any sums payable to Buyer, then such payer shall (A) make such deductions or withholdings and pay such amounts to the relevant authority in accordance with applicable law, (B) pay to Buyer the sum that would have been payable had such deduction or withholding not been made, and (C) at the time Price Differential is paid, pay to Buyer all additional amounts as specified by Buyer to preserve the after-tax yield Buyer would have received if such tax had not been imposed other than taxes that are imposed on 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 authorityimposed, and otherwise indemnify Buyer for any such taxes imposed.