BE OBLIGATED TO COMPENSATE BUYER FOR ANY ADDITIONAL COSTS THAT
BUYER BECOMES ENTITLED TO CLAIM HEREUNDER FOR ANY PERIOD PRIOR TO THE DATE THAT
IS 120 DAYS PRIOR TO A NOTICE OF SUCH CLAIM IF BUYER 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.
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 LISTED ON THE CERTIFICATE DELIVERED PURSUANT TO SECTION 10(A)(5) HEREOF
OR REPRESENTED BY EITHER SELLER IN ANY PROGRAM AGREEMENT AS BEING DULY
AUTHORIZED TO EXECUTE SUCH PROGRAM AGREEMENT.
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
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BUYER (X) TO ENFORCE DILIGENTLY THE SELLERS' RIGHTS AND REMEDIES SET FORTH IN
THE PROGRAM AGREEMENTS AND (Y) TO PROVIDE BUYER WITH PROMPT WRITTEN NOTICE OF
ANY MATERIAL ADVERSE EFFECT OR EVENT WHICH, WITH THE PASSAGE OF TIME, IS
REASONABLY LIKELY TO BECOME A MATERIAL ADVERSE EFFECT, BY ANY PARTY TO ANY
PROGRAM AGREEMENT AND OF WHICH SUCH SELLER IS AWARE.
E.
ANY PAYMENTS MADE BY THE SELLERS 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.
12.
SERVICING
A.
THE SELLERS, ON BUYER'S BEHALF, SHALL CONTRACT WITH SERVICER TO, OR IF A
SELLER IS THE SERVICER, SUCH SELLER SHALL, SERVICE THE MORTGAGE LOANS CONSISTENT
WITH THE DEGREE OF SKILL AND CARE THAT SUCH SELLER CUSTOMARILY REQUIRES WITH
RESPECT TO SIMILAR MORTGAGE LOANS OWNED OR MANAGED BY IT AND IN ACCORDANCE WITH
ALL APPLICABLE INDUSTRY STANDARDS.
THE SERVICER SHALL (I) COMPLY WITH ALL
APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, (II) MAINTAIN ALL
STATE AND FEDERAL LICENSES NECESSARY FOR IT TO PERFORM ITS SERVICING
RESPONSIBILITIES HEREUNDER AND (III) NOT IMPAIR THE RIGHTS OF BUYER IN ANY
MORTGAGE LOANS OR ANY PAYMENT THEREUNDER.
BUYER MAY TERMINATE THE SERVICING OF
ANY MORTGAGE LOAN WITH THE THEN-EXISTING SERVICER IN ACCORDANCE WITH
SECTION 12(E) HEREOF.
B.