WHICH MAY BE DUE ANY SERVICER.
SELLERS SHALL PAY THE FEES AND
EXPENSES OF ADMINISTRATIVE AGENT'S COUNSEL IN CONNECTION WITH THE PROGRAM
AGREEMENTS. LEGAL FEES FOR ANY SUBSEQUENT AMENDMENTS TO THIS AGREEMENT OR
RELATED DOCUMENTS SHALL BE BORNE BY SELLERS.
SELLERS SHALL PAY ONGOING
CUSTODIAL AND BANK FEES AND EXPENSES, AND ANY OTHER ONGOING FEES AND EXPENSES
UNDER ANY OTHER PROGRAM AGREEMENT.
B.
IF ADMINISTRATIVE AGENT DETERMINES THAT, DUE TO THE INTRODUCTION
OF, ANY CHANGE IN, OR THE COMPLIANCE BY BUYERS 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 BUYERS IN
ENGAGING IN THE PRESENT OR ANY FUTURE TRANSACTIONS, THEN SELLERS AGREE TO PAY TO
ADMINISTRATIVE AGENT, FROM TIME TO TIME, UPON DEMAND BY ADMINISTRATIVE AGENT
(WITH A COPY TO CUSTODIAN) THE ACTUAL COST OF ADDITIONAL AMOUNTS AS SPECIFIED BY
ADMINISTRATIVE AGENT TO COMPENSATE BUYERS FOR SUCH INCREASED COSTS (THE
"ADDITIONAL COSTS"), PROVIDED THAT (A) ADMINISTRATIVE AGENT DELIVERS TO THE
SELLERS A CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE AMOUNT AND BASIS OF
DETERMINATION OF SUCH ADDITIONAL COSTS AND SUCH CERTIFICATE AS TO ANY ADDITIONAL
COSTS SUBMITTED BY THE ADMINISTRATIVE AGENT TO THE SELLERS SHALL BE CONCLUSIVE
IN THE ABSENCE OF MANIFEST ERROR AND (B) NOTWITHSTANDING ANYTHING CONTAINED
HEREIN, NEITHER SELLER SHALL BE OBLIGATED TO COMPENSATE BUYERS FOR ANY
ADDITIONAL COSTS THAT BUYERS BECOME ENTITLED TO CLAIM HEREUNDER FOR ANY PERIOD
PRIOR TO THE DATE THAT IS 120 DAYS PRIOR TO A NOTICE OF SUCH CLAIM IF BUYERS OR
ADMINISTRATIVE AGENT KNEW OR REASONABLY WOULD HAVE BEEN EXPECTED TO KNOW OF THE
CIRCUMSTANCES GIVING RISE TO SUCH ADDITIONAL COSTS AND OF THE FACT THAT SUCH
CIRCUMSTANCES COULD BE EXPECTED TO RESULT IN A CLAIM FOR ADDITIONAL COSTS.
C.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF, AFTER THE
EFFECTIVE DATE, THE ADOPTION OF ANY LAW OR BANK REGULATORY GUIDELINE OR ANY
AMENDMENT OR CHANGE IN THE INTERPRETATION OF ANY EXISTING OR FUTURE LAW OR BANK
REGULATORY GUIDELINE BY ANY OFFICIAL BODY CHARGED WITH THE ADMINISTRATION,
INTERPRETATION OR APPLICATION THEREOF, OR THE COMPLIANCE WITH ANY DIRECTIVE OF
ANY OFFICIAL BODY (IN THE CASE OF ANY BANK REGULATORY GUIDELINE, WHETHER OR NOT
HAVING THE FORCE OF LAW), SHALL MAKE IT UNLAWFUL FOR ANY BUYER TO ACQUIRE OR
MAINTAIN A MORTGAGE LOAN AS CONTEMPLATED BY THIS AGREEMENT, (I) SUCH BUYER
SHALL, WITHIN TEN (10) DAYS AFTER RECEIVING ACTUAL KNOWLEDGE THEREOF, DELIVER A
CERTIFICATE TO THE SELLERS (WITH A COPY TO THE ADMINISTRATIVE AGENT) SETTING
FORTH THE BASIS FOR SUCH ILLEGALITY, WHICH CERTIFICATE SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR AND (II) THE COMMITMENT OF SUCH BUYER HEREUNDER TO MAKE A
PORTION OF A MORTGAGE LOAN AND CONTINUE ANY PORTION OF A MORTGAGE LOAN AS SUCH
SHALL FORTHWITH BE SUSPENDED, AND SUCH SUSPENSION SHALL REMAIN IN EFFECT SO LONG
AS THE CIRCUMSTANCE DESCRIBED ABOVE EXISTS.
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IF CIRCUMSTANCES SUBSEQUENTLY CHANGE