Common use of Costs Clause in Contracts

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (xxi) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xixii) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the VRR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, the Certificates and the Certificates VRR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special Cadwalader, W▇▇▇▇▇▇▇▇▇ & T▇▇▇ LLP, as counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the SOHO-RR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, the Certificates and the Certificates SOHO-RR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the Master Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated12.1 Each party shall bear its own solicitors’ costs of, and incidental to, the Mortgage Loan Seller will preparation of this Agreement. 12.2 The Purchaser and Vendor each shall be responsible for and shall pay its pro rata share fifty percent (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)50%) of all costs stamp duty and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the registration fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering payable on this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies Transfer. 12.3 As of the Preliminary Prospectusdate hereof, the Preliminary Private Placement Memorandumparties acknowledge and agree that no goods and services tax, the Prospectus and the Private Placement Memorandum value added tax or any other marketing materials or structural and collateral term sheets like tax (or “GST”) has been instituted by any similar itemMalaysian governmental authority. If, however, any such GST legislation is implemented during the Tenancy Term (as defined in the Tenancy Agreement) (“GST Legislation”) and this Agreement any GST is payable as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees a consequence of the rating agency any supply made or agencies engaged deemed to consider rating the Certificates be made or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser other matter or thing done under or in connection with this Agreement by the filing Vendor or the Purchaser, it is the intent of its Registration Statement allocable the Parties that such GST be borne equally by the Vendor and the Purchaser. In such event, the Party responsible under applicable law for the remittance of such GST (the “GST Payor”) shall timely remit to the issuance appropriate authority the full GST amount then-owning. Upon presentation to the other Party (the “GST Non-Payor”) of evidence of such GST assessment and the corresponding remittance by the GST Payor, the GST Non-Payor shall promptly reimburse the GST Payor for fifty percent (50%) of such GST amount (but exclusive of any fine, penalty or interest paid or payable in connection therewith due to a default of the Registered Certificates; (x) GST Payor). The Vendor and the upfront fee payable Purchaser agree to cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction, refund or exemption from GST. The GST Payor further covenants and agrees to use its reasonable efforts to obtain any available mitigation, reduction, refund or exemption from GST and, upon receipt or recovery of any portion of the aforementioned GST remittance, shall promptly pay to the Asset Representations Reviewer on GST Non-Payor of fifty percent (50%) of such recovered amount. For the Closing Date avoidance of doubt, the Parties agree that any sum payable or amount to be used in the amount agreed by the parties hereto; calculation of a sum payable expressed elsewhere in this Agreement has been determined without regard to and (xi) the reasonable fees and expenses does not include amounts to be added on under this clause on account of special counsel to the PurchaserGST.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether Tenant will reimburse and compensate Landlord on demand and as Additional Rent for any actual loss Landlord incurs in connection with, resulting from or not related to any breach or default of Tenant under this Agreement Lease, regardless whether the breach or default constitutes an Event of Default, and regardless whether suit is terminatedcommenced or judgment is entered. Such loss shall include all reasonable legal fees, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses (including paralegal fees and other professional fees and expenses) Landlord incurs in investigating, negotiating, settling or enforcing any of Landlord’s rights or remedies or otherwise protecting Landlord’s interests under this Lease. Tenant will also indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold harmless the Landlord Parties from and against all Claims that Landlord or any of the Purchaser other Landlord Parties incurs if Landlord or any of the other Landlord Parties becomes or is made a party to any claim or action (a) instituted by Tenant (other than claims asserting that Landlord has breached any of its obligations to Tenant under this Lease) or by or against any person holding any interest in connection with the transactions contemplated hereinPremises by, under or through Tenant, (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person, or (c) otherwise arising out of or resulting from any act or omission of Tenant or such other person. In addition to the foregoing, Landlord is entitled to reimbursement of all of Landlord’s fees, expenses and damages, including, but not limited to: (i) the costs , reasonable attorneys’ fees and expenses of the Purchaser paralegal and other professional fees and expenses, Landlord incurs in connection with the purchase protecting its interests in any bankruptcy or insolvency proceeding involving Tenant, including without limitation any proceeding under any chapter of the Mortgage LoansBankruptcy Code; (ii) the costs by exercising and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses advocating rights under Section 365 of the Trustee, the Certificate Administrator Bankruptcy Code; by proposing a plan of reorganization and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect objecting to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretocompeting plans; and (xi) the reasonable by filing motions for relief from stay. Such fees and expenses are payable on demand, or, in any event, upon assumption or rejection of special counsel to the Purchaserthis Lease in bankruptcy.

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's, the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and ▇▇▇▇▇'▇; (c) any of the fees of the Indenture Trustee and the fees and disbursements of the Indenture Trustee's counsel; (d) any of the fees of the Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Notes; (f) fees and expenses relating to the filing of documents with the Commission (including without limitation periodic reports under the Exchange Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal Balance of the Notes on the Closing Date, paid in connection with the issuance of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants for the Originators; and (i) all of the initial expenses (not to exceed $75,000) of the Note Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan Seller’s pro rata portion to be determined according Files but not including the initial premium paid to the percentage Note Insurer. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Depositor shall not pay any of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Indenture Trustee's or Owner Trustee's fees and expenses of the Purchaser in connection with the transactions contemplated hereinby this Agreement, includingthe Trust Agreement, but not limited to: (i) the costs Indenture and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling Sale and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Principal Balance of all the mortgage loans of the Trust Fund Mortgage Loans (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Mortgage Loan Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Mortgage Loan Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the applicable Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in In connection with the transactions contemplated hereinunder this Agreement and the Pooling and Servicing Agreement, including, but not limited to: the Unaffiliated Seller shall promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (i) the costs fees and expenses disbursements of the Purchaser in connection with the purchase of the Mortgage LoansUnaffiliated Seller's counsel; (ii) the costs and expenses fees of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesDepositor's counsel, not to exceed $175,000; (iii) the reasonable fees and documented set-up fees, costs and expenses disbursements of the TrusteeErnst & Young, the Certificate Administrator Unaffiliated Seller's independent certified public accountants, in rendering a comfort letter in connection with the Prospectus Supplement and their respective counselin comforting the Derived Information; (iv) the fees of Standard & Poor's Ratings Group and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus▇▇▇▇▇'▇ Investors Service, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such itemsInc.; (v) the fees of the Trustee, the fees and disbursements of the Trustee's counsel, if any and the fees of the Trustee for custodial acceptance and loan deposit; (vi) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Certificates; (vii) fees and expenses relating to the filing of documents with the Securities and Exchange Commission (including without limitation periodic reports under the Exchange Act); (viii) the shelf registration amortization fee paid in connection with the issuance of Certificates; and (ix) to the extent not covered above, all of the initial upfront expenses of the Depositor and the Underwriter including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan File. The Unaffiliated Seller also will promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred) all of the initial upfront expenses of the Certificate Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan File. All other costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate BCRE Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Initial Aggregate Mortgage Loan Balance represents of all the Mortgage Loans represents Initial Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the aggregate Cut-off Date Balance memorandum of all understanding, to which the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether To the extent a party undertakes any environmental site assessment or other environmental investigation in order to determine whether there is any existing CN Site Contamination or CPP Site Contamination, and without any legal requirement or request by a governmental authority, such cost shall not be considered part of the Retained Cleanup Responsibility. In addition, only out-of-pocket costs actually incurred are eligible to be paid or reimbursed by Agriliance under this Agreement is terminatedArticle VIII, and neither party shall be entitled to reimbursement of its own internal costs. During the applicable Retained Responsibility Period, any party who has incurred costs to perform a Retained Cleanup Responsibility shall be entitled to reimbursement from Agriliance in accordance with Section 8.5 below. Prior to the expiration of the applicable Retained Responsibility Period, CHS and LOL shall work together in good faith to determine amounts that are reasonably expected to be required to pay future, ongoing costs associated with Retained Cleanup Responsibilities with respect to the Properties for which payment was not made by Agriliance during the applicable Retained Responsibility Period (“Anticipated Costs”), and Agriliance shall pay such Anticipated Costs to CHS and WS as provided in this Section 8.3 and in Section 8.5. In determining Anticipated Costs, the Mortgage Loan Seller parties shall take into consideration the time periods during which the costs for fulfilling such Retained Cleanup Responsibilities will pay its pro rata share likely be paid, the present value thereof, and the effect of inflation on such costs. The procedure for determining Anticipated Costs shall be as follows: Within thirty (30) days after the Mortgage Loan Seller’s pro rata portion to be determined according expiration of the applicable Retained Responsibility Period, CHS and WS shall each deliver to the percentage that the aggregate Cut-off Date Balance other an itemized list of all the Mortgage Loans represents as outstanding Retained Cleanup Responsibilities pertaining to the aggregate Cut-off Date Balance of all the mortgage loans their respective Properties, along with that party’s assessment of the Trust Fund Anticipated Costs for each, in detail and with supporting documentation sufficient for the other party to evaluate the same. Each party shall promptly furnish all additional information reasonably requested by the other party. Within twenty (20) days following receipt of such information by both CHS and WS (the “Cut-off Date Pool BalanceObjection Period”), CHS and WS shall notify the other party and Agriliance in writing of any objections they may have to Agriliance paying the Anticipated Costs identified by the other party, and the basis for such objections. Objections shall be made to specific itemized Anticipated Costs. All Anticipated Costs for which no objection has been made within the Objection Period shall be paid by Agriliance as provided in Section 8.5 below, and thereafter all Anticipated Costs for which objections have been resolved shall be paid by Agriliance as provided in Section 8.5 below. The parties shall work diligently and in good faith to resolve all objections within thirty (30) of all costs and expenses days after the expiration of the Purchaser Objection Period. If the parties are unable to resolve all objections within the Objection Period, they shall engage a neutral third party (“Neutral”) to assist in connection resolving the objections. The Neutral shall have substantial experience in assessing costs associated with the transactions contemplated herein, including, but not limited to: Retained Cleanup Responsibilities to which the objections pertain. CHS and WS shall work diligently and in good faith with the Neutral to resolve all objections within sixty (i60) days after the costs and expenses expiration of the Purchaser Objection Period. If the parties have not been able to resolve all objections within such 60-day period, the Neutral shall resolve the objections in connection with the purchase Neutral’s sole and absolute discretion and the Neutral’s determination shall be binding on the parties. In making a determination, the Neutral may engage such additional, independent consultants as the Neutral deems necessary or desirable, in the Neutral’s sole and absolute discretion. The Neutral shall be directed to use best efforts to make its determination within ninety (90) days after the expiration of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser Objection Period and the Mortgage Loan Seller with respect to numerical parties shall provide such information in respect of and other cooperation as the Mortgage Loans Neutral may require. CHS and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including WS shall share equally the cost of obtaining the Neutral and any agreed-upon procedures letters with respect consultants engaged by the Neutral; provided, however, that if the Neutral determines that additional site assessment or other investigation is required to reasonably determine any Anticipated Costs, such items; (v) additional assessment or investigation shall be performed by consultants engaged by the Neutral and the party who owns or leases the Property in question shall be solely responsible for the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchasersame.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminatedSubject to the limitations on expense reimbursement of the Advisor as set forth in Section 2(c) below, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Company, either directly or through reimbursement to the percentage that Advisor or the aggregate CutCo-off Date Balance of all the Mortgage Loans represents Advisor, as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of applicable, shall bear all costs and expenses of the Purchaser in connection with the transactions contemplated hereinits operations and its investment transactions, includingincluding without limitation, but not limited expenses relating to: expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 5110(c) of the Financial Industry Regulatory Authority (ifor purposes of this Agreement, such expenses are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to borrowings and offerings of the Company’s shares (“Shares”) and other securities and incurrences of any indebtedness, subject to limitations included in this Agreement; the costs cost of effecting sales and repurchases of the securities of the Company; investment advisory fees of the Advisor and the Co-Advisor; fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and operating expenses of the Trusteerelating to an SPV; research and market data (including news and quotation equipment and services, the Certificate Administrator and their respective counsel; any computer hardware and connectivity hardware (ive.g., telephone and fiber optic lines) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including incorporated into the cost of obtaining any agreed-upon procedures letters with respect to such itemsresearch and market data); (v) the costs transfer agent and custodial fees; fees and expenses associated with the Company’s marketing efforts; interest payable on debt, if any, incurred to finance the Company’s investments; federal and state registration fees; federal, state and local taxes; the fees and expenses of any directors of the Company who are not affiliated persons (as defined in the 1▇▇▇ ▇▇▇) of the Advisor, the Co-Advisor or any other future co-advisor; fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; fees and expenses associated with independent audits and outside legal costs; costs associated with the Company’s reporting and compliance obligations under applicable federal and state securities laws; brokerage commissions for the Company’s investments; and all other fees and expenses incurred by the Advisor or the Company in connection with administering the qualification or exemption of the Certificates under state securities or blue sky lawsCompany’s business, including filing all fees and reasonable fees and disbursements of counsel expenses incurred by the Advisor in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering performing its obligations under this Agreement and the furnishing reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, if any, chief compliance officer and administrative support, to the Underwriters or the Initial Purchasers, as applicable, of such copies extent they are not controlling persons of the Preliminary ProspectusAdvisor, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum Co-Advisor or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable their affiliates, subject to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date limitations included in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis Agreement.

Costs. Whether The Recipient must bear its own costs of complying with this Clause 25. This Clause 25 applies for the Agreement Period and for a period of seven years from the expiry or not termination of this Agreement is terminatedAgreement. Audit and access DFAT or a representative may conduct audits or reviews relevant to the performance of the Recipient's obligations under this Agreement. Audits or reviews may be conducted of: the use of the Funds; the Assets; the Recipient's operational practices and procedures as they relate to this Agreement; the accuracy of the Recipient’s invoices and Reports; the Recipient's compliance with its confidentiality and privacy obligations under this Agreement; the Recipient's compliance with Laws, guidelines and policies including the Mortgage Loan Seller will pay policies listed at Clause 16 (Compliance with Laws) and 18 (Compliance with DFAT Policies); the Recipient's compliance with its pro rata share Child Protection Policy obligations under Clause 17 (Child Protection); the Mortgage Loan Seller’s pro rata portion Recipient's compliance with its Fraud control strategy and policies including Fraud prevention, reporting and investigation obligations under this Agreement; Material (including records, books and accounts) in the possession of the Recipient relevant to the Activity or this Agreement; and any other matters determined by DFAT to be determined according relevant to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as Activity or this Agreement. If DFAT decides to conduct or commission audits or reviews, it will give reasonable notice to the aggregate CutRecipient. The Recipient must participate co-off Date Balance of all operatively in any audit or review conducted by DFAT or a representative. DFAT may, at reasonable times and on giving reasonable notice to the mortgage loans Recipient: access the premises of the Trust Fund (Recipient and premises where the “Cut-off Date Pool Balance”)) Activity is being undertaken to the extent relevant to the performance of all costs this Agreement; require the provision by the Recipient, its Personnel or subcontractors of records and expenses information in a data format and storage medium accessible by DFAT by use of DFAT’s existing computer hardware and software; inspect and copy documentation, records, books and accounts, however stored, in the custody or under the control of the Purchaser in connection with the transactions contemplated hereinRecipient, including, but not limited to: (i) the costs its Personnel or subcontractors; and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information require assistance in respect of any inquiry into or concerning the Mortgage Loans Activity or this Agreement. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to DFAT), any request for information directed to DFAT, and any inquiry conducted by Parliament or any Parliamentary committee. The Recipient must provide access to its computer hardware and software to the extent necessary for DFAT to exercise its rights under this Clause 26, and provide DFAT with any reasonable assistance requested by DFAT to use that hardware and software. DFAT must use reasonable endeavours to ensure that: audits or reviews performed pursuant to sub-clause 26.1 above; and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption exercise of the Certificates under state securities general rights granted by sub-clause 26.2 by DFAT, do not unreasonably delay or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors disrupt in any jurisdiction and material respect the preparation Recipient's performance of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering its obligations under this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserbusiness.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee (including reasonable attorneys' fees) incurred in connection with the Certificate Administrator securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Originator shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser or any other Person to the percentage extent that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Purchaser or such other Person shall pay) of all costs and expenses of the Purchaser incurred in connection with the transactions contemplated hereintransfer and delivery of the Mortgage Loans, includingincluding without limitation, but not limited to: recording fees, fees for title policy endorsements and continuations and the fees for recording Assignments, the fees and expenses of the Originator's accountants and attorneys, the costs and expenses incurred in connection with producing the Originator's loan loss, foreclosure and delinquency experience, and the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(d), 9(e) and 9(f). The Seller shall pay (ior shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall pay) the fees and expenses of the Seller's accountants and attorneys, the costs and expenses incurred in connection with producing the Servicer's or any Subservicer's loan loss, foreclosure and delinquency experience, the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(a), 9(b), 9(c) and 9(h), the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus and Prospectus Supplement, and any private placement memorandum relating to the Certificates and other related documents, the initial fees, costs and expenses of the Trustee and the furnishing Trust Administrator, the fees and expenses of the Purchaser's counsel in connection with the preparation of all documents relating to the Underwriters or the Initial Purchasers, as applicable, of such copies securitization of the Preliminary ProspectusMortgage Loans, the Preliminary Private Placement Memorandumfiling fee charged by the Securities and Exchange Commission for registration of the Certificates, the Prospectus cost of outside special counsel that may be required by the Originator and the Private Placement Memorandum or fees charged by any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser . All other costs and expenses in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed transactions contemplated hereunder shall be borne by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the Servicers; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and assignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator Certificates so registered and their respective counselreasonable attorney's fees and legal expenses in connection therewith; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated and disbursements reasonable attorney's fees and legal expenses in connection therewith; (v) the fees and expenses of counsel to the Underwriter; (vi) the fees and expenses of counsel to the Depositor; (vii) the fees and expenses of counsel to the Servicers; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the VRR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, the Certificates and the Certificates VRR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Loan-Specific Preliminary Private Placement Memorandum, the Prospectus, the Private Placement Memorandum and the Loan-Specific Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Loan-Specific Preliminary Private Placement Memorandum, the Prospectus, the Private Placement Memorandum and the Loan-Specific Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Loan-Specific Preliminary Private Placement Memorandum, the Prospectus, the Private Placement Memorandum and the Loan-Specific Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Loan-Specific Preliminary Private Placement Memorandum, the Prospectus, the Private Placement Memorandum and the Loan- Specific Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminatedThe Selling Entities, on the Mortgage Loan Seller will pay its one hand (pro rata share in accordance ----- with their interests), and Apple, on the other hand, each agree to pay fifty percent (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)50%) of all (i) transfer and recording taxes and fees, if any, connected with the transfer of the Controlling Interests, (ii) fees of the Escrow Agent in connection with the Escrow Instructions and (iii) bulk sales taxes and other personal property taxes associated with the Closing, if any. Apple shall pay for the costs and premiums of title insurance, including, without limitation, the costs and expenses of all endorsements thereto, all surveys of the Inns prepared for the Closing and all environmental and engineering reports. Apple shall pay any fees relating to or in connection with obtaining the Lender's consent to (a) the transfer of the Controlling Interests, (b) the sublease of the Inns to Apple's designated affiliate(s) and (c) the transfer of the Management Agreement to such affiliate(s) (including, without limitation, the payment of the transfer fee under the Loan Agreement, the Lender's attorneys' fees reasonably related to obtaining the Lender's consent to the transfer of the Controlling Interests, to the extent payable by the "Borrower" under the Loan Agreement or the Other Loan Documents, the costs and expenses of the Purchaser Lender's due diligence review, to the extent payable by the "Borrower" under the Loan Agreement or the Other Loan Documents, and the costs of preparing and/or recording amendments or modifications to the mortgages, UCC filings or other loan documents affecting the Property, including any applicable transfer, mortgage or recording fees or taxes, but excluding the costs of the counsel to the Company or the Selling Entities, if any, relating to the transfer of the Controlling Interests). If and to the extent not waived by Manager, Apple shall cause the Company to pay any and all sums required to be paid in connection with the transactions contemplated hereby pursuant to Section 5.03 of the Management Agreement. Except as otherwise provided for herein, including, but not limited to: (i) the costs each party shall pay its own accountants and expenses of the Purchaser attorneys' fees incurred in connection with the purchase preparation, negotiation and execution of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies consummation of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchasertransactions contemplated hereby.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Subject to the percentage that the aggregate Cut-off Date Balance terms and conditions of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund this Section 2, Landlord will provide Tenant with an allowance (the “Cut-off Date Pool BalanceReimbursement Allowance”)) to be applied towards the cost of all costs and expenses constructing the Tenant Work. (A) Landlord’s obligation to reimburse Tenant for Tenant’s construction of the Purchaser in connection with the transactions contemplated herein, including, but not limited toTenant Work shall be: (i) the limited to actual costs and expenses incurred by Tenant in its construction of the Purchaser in connection with the purchase of the Mortgage LoansTenant Work; (ii) limited to an amount up to, but not exceeding, $3.00 multiplied by the costs rentable square footage of the Premises; and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) conditioned upon Landlord’s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the reasonable Tenant Work has been completed and documented setaccepted by Tenant. The cost of (a) all space planning, design, consulting or review services and construction drawings, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises (including any submeters and other above building standard electrical equipment approved by Landlord), (d) required metering, re- circuiting or re-up feeswiring for metering, costs equipment rental, engineering design services, consulting services, studies, construction services, cost of billing and expenses collections, (e) materials and labor, and (f) an asbestos survey of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected Premises if required by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates applicable law. shall all be included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreedthe Tenant Work and may be paid out of the Reimbursement Allowance, to the extent sufficient funds are available for such purpose. Any reimbursement obligation of Landlord under this Work Letter shall be applied solely to the purposes specified above, as allocated, within 180 days after the Effective Date or be forfeited with no further obligation on the part of Landlord. (B) Landlord shall pay the Reimbursement Allowance to Tenant within 45 days following Landlord’s receipt of (i) third-upon procedures letters with respect to such itemsparty invoices for costs incurred by Tenant in constructing the Tenant Work; (vii) evidence that Tenant has paid the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates invoices for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretocosts; and (xiiii) final lien waivers from any contractor or supplier who has constructed or supplied materials for the reasonable fees Tenant Work. If the costs incurred by Tenant in constructing the Tenant Work exceed the Reimbursement Allowance, then Tenant shall pay all such excess costs and expenses Tenant agrees to keep the Premises and the Project free from any liens arising out of special counsel the non-payment of such costs. (C) All installations and improvements now or hereafter placed in the Premises other than building standard improvements shall be for Tenant’s account and at Tenant’s cost. Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto, which cost shall be payable by Tenant to Landlord as additional Rent within 30 days after receipt of an invoice therefor. Tenant’s failure to pay such cost shall constitute an event of default under the PurchaserLease.

Costs. Whether or not this Agreement is terminated, (a) Tenant shall be obligated to pay to Landlord the Mortgage Loan Seller will pay its pro rata share (amount by which the Mortgage Loan Seller’s pro rata portion to be determined according to Costs of Construction exceed the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund Finish Allowance (the “Cut-off Date Pool BalanceTenant Amounts”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited toas follows: (i) the costs and expenses fifty percent (50%) of the Purchaser Tenant Amounts shall be payable at such time, and from time to time, as the Costs of Construction are determined by Landlord to be in connection with the purchase excess of the Mortgage Loans; Finish Allowance, and (ii) the costs remaining actual Tenant Amounts shall be payable to Landlord at such time as the applicable Tenant Amounts are payable by Landlord (and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing Tenant shall make such payments in clauses (or otherwise reproducingi) and delivering (ii) immediately above to Landlord within ten (10) days after Landlord provides Tenant with an invoice therefor). Notwithstanding the Certificates; (iii) the reasonable and documented set-up feesforegoing, costs arising out of change orders requested by Tenant and expenses approved by Landlord after construction has commenced and which increase the Costs of Construction shall be paid by Tenant to Landlord within five (5) days of receipt of an invoice therefor from Landlord. (b) All installations and improvements now or hereafter placed in the Leased Premises other than building standard improvements shall be for Tenant’s account and at Tenant’s cost (and Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto), which cost shall be payable by Tenant to Landlord upon demand as additional rent. (c) Tenant further agrees to pay Landlord’s construction management company a fee (the “Construction Management Fee”) of five percent (5%) of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements Costs of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect Construction as compensation for its supervision of the Mortgage Loans construction and installation of the Certificates included Finish Work no later than the commencement of construction thereof. Landlord and Tenant agree that the Construction Management Fee may be paid out of the Finish Allowance to the extent funds are available for such purpose. Tenant agrees that in the Preliminary Prospectusevent of default of payment thereof, Landlord (in addition to all other remedies) shall have the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, same rights as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by event of default of payment of Rent under the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the PurchaserLease.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser or any other Person to the percentage extent that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Purchaser or such other Person shall pay) of all costs and expenses of the Purchaser incurred in connection with the transactions contemplated hereintransfer and delivery of the Mortgage Loans and the Trust Swap Agreement, includingincluding without limitation, but not limited to: (irecording fees, fees for title policy endorsements and continuations and the fees for recording Assignments, the fees and expenses of the Seller’s in-house accountants and in-house attorneys; the costs and expenses incurred in connection with determining the Seller’s loan loss, foreclosure and delinquency experience, the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(d) and 9(e), the cost of an opinion of counsel regarding the true sale of the Mortgage Loans and the Trust Swap Agreement and non-consolidation of the Seller, the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering this Agreement, the Pooling and Servicing Agreement, the Certificates; (iii) , the reasonable prospectus, any Preliminary Prospectus Supplement, the Prospectus Supplement, any blue sky filings and documented set-up feesprivate placement memorandum relating to the Certificates and other related documents, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements expenses of a firm the Purchaser’s counsel in connection with the preparation of certified public accountants selected by all documents relating to the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect securitization of the Mortgage Loans and the Certificates included in the Preliminary ProspectusLoans, the Preliminary Private Placement Memorandumfiling fee charged by the Securities and Exchange Commission for registration of the Certificates, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect opinions of outside special counsel that may be required for the Seller and the fees charged by any Rating Agency to such items; (v) rate the Certificates. All other costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Nomura Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Citigroup Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Subject to the percentage that the aggregate Cut-off Date Balance terms and conditions of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund this Section 2, Landlord will provide Tenant with an allowance (the “Cut-off Date Pool BalanceReimbursement Allowance”)) to be applied towards the cost of all costs and expenses constructing the Tenant Work. (A) Landlord’s obligation to reimburse Tenant for Tenant’s construction of the Purchaser in connection with the transactions contemplated herein, including, but not limited toTenant Work shall be: (i) the limited to actual costs and expenses incurred by Tenant in its construction of the Purchaser in connection with the purchase of the Mortgage LoansTenant Work; (ii) limited to an amount up to, but not exceeding, $10.00 multiplied by the costs rentable square footage of the Premises; and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) conditioned upon Landlord ‘s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the reasonable Tenant Work has been completed and documented setaccepted by Tenant. The cost of (a) all space planning, design, consulting or review services and construction drawings, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises (including any submeters and other above building standard electrical equipment approved by Landlord), (d) required metering, re-up feescircuiting or re-wiring for metering, costs equipment rental, engineering design services, consulting services, studies, construction services, cost of billing and expenses collections, (e) materials and labor, (f) a 1% project management fee as outlined below in section 4, payable to Landlord or its affiliates on total construction costs, and (g) an asbestos survey of the TrusteePremises if required by applicable law, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates shall all be included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreedthe Tenant Work and may be paid out of the Reimbursement Allowance, to the extent sufficient funds are available for such purpose. Any reimbursement obligation of Landlord under this Work Letter shall be applied solely to the purposes specified above, as allocated, within 365 days after the Effective Date or be forfeited with no further obligation on the part of Landlord. (B) Landlord shall pay the Reimbursement Allowance to Tenant within 45 days following Landlord’s receipt of (i) third-upon procedures letters with respect to such itemsparty invoices for costs incurred by Tenant in constructing the Tenant Work; (vii) evidence that Tenant has paid the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates invoices for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretocosts; and (xiiii) final lien waivers from any contractor or supplier who has constructed or supplied materials for the reasonable fees Tenant Work. If the costs incurred by Tenant in constructing the Tenant Work exceed the Reimbursement Allowance, then Tenant shall pay all such excess costs and expenses Tenant agrees to keep the Premises and the Project free from any liens arising out of special counsel the non-payment of such costs. (C) All installations and improvements now or hereafter placed in the Premises other than building standard improvements shall be for Tenant’s account and at Tenant’s cost. Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto, which cost shall be payable by Tenant to Landlord as additional Rent within 30 days after receipt of an invoice therefor. Tenant’s failure to pay such cost shall constitute an event of default under the PurchaserLease.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and -20- expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser. Section 10.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate GACC Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date CGMRC Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Initial Aggregate Mortgage Loan Balance represents of all the Mortgage Loans represents Initial Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the aggregate Cut-off Date Balance memorandum of all understanding, to which the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee (including reasonable attorneys' fees) incurred in connection with the Certificate Administrator securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement the transactions contemplated hereunder shall be borne by the party incurring such expense. The Seller and the furnishing to the Underwriters or the Initial Purchasers, as applicable, Purchaser agree that each of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees Placement Agents shall be a third party beneficiary of the rating agency or agencies engaged Seller's obligation to consider rating pay the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable costs, fees and expenses of special counsel to the Purchaserspecified in this Section 7.

Costs. Whether Optionor shall be responsible for payment of all fees, costs, and expenses of obtaining the Governmental Approvals and all fees, costs and expenses related to the construction of the Improvements. With respect to Improvements in Projects known as Renaissance and Colonial Shores (the "PARTIALLY SOLD PROJECTS"), any fees, costs and expenses hereafter incurred in connection with obtaining Governmental Approvals and/or constructing the Improvements for any Partially Sold Project, and or not for repairs of Improvements constructed after the Effective Date, and/or for establishing appropriate reserves for the owners associations for the Partially Sold Projects all to the extent such items exceed the Budget of Future Costs (as defined in Exhibit "E") with respect thereto shall be allocated among all lots within such Partially Sold Projects so that Optionor shall be responsible for the per lot or unit excess amount for lots/units/homes sold and conveyed by Optionor to homebuyers prior to the Effective Date and the excess amount allocable to the Lots subject to this Agreement is terminatedshall, subject to the Mortgage Loan Seller will pay provisions of Exhibit "F", increase the Purchase Price for such Lots. Such allocation of excess costs shall not, however, adversely affect any rights and remedies Optionee may have with respect thereto pursuant to the Master Agreement. Conversely, to the extent the Budget of Future Costs for a Partially Sold Project is, upon completion of the Improvements, determined to have exceeded the actual costs incurred after the Effective Date to obtain the Governmental Approvals for such Partially Sold Project and to complete the Improvements for such Partially Sold Project, then the excess budget amount for such Partially Sold Project shall be allocated between Optionor and Optionee so that Optionee shall be entitled to a credit against the Purchase Price for the next Lots purchased by Optionee only in the amount of such excess attributable to Lots subject to this Option Agreement and Optionor shall therefore receive its pro rata share (the Mortgage Loan Seller’s pro rata portion of such savings with respect to be determined according lots/units/homes sold and conveyed by Optionor to homebuyers prior to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser Effective Date. The following disbursement procedures shall apply in connection with the transactions contemplated herein, including, but not limited to: (i) payment of the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser Governmental Approvals and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.Improvements:

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Subject to the percentage provisions of subsection (e) below, Lilly shall bear all costs incurred in the preparation, filing, prosecution and maintenance of Lilly Patents and Lilly Program Patents, and Phytera shall bear all costs incurred in the preparation, filing, prosecution and maintenance of Phytera Patents and Phytera Program Patents owned solely by Phytera; provided, however, that the aggregate Cut-off Date Balance Phytera shall pay [ ]* of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs reasonable external expenses incurred by Lilly while prosecuting and maintaining jointly invented Program Patents. External expenses of the Purchaser will include patent office fees and taxes in connection with the transactions contemplated hereinfiling, includingprosecution and maintenance of any patent or patent application and the reasonable fees of any patent attorneys or agents external to Lilly, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase ex parte preparation, filing, prosecution and -- ----- maintenance thereof. The allocation of such expenses will occur on an annual basis at the end of the Mortgage Loans; (ii) last quarter of each Calendar Year, at which time Lilly will provide Phytera with an itemized list of external expenses denominated in United States dollars incurred during the costs previous annual period in prosecuting and maintaining jointly owned Program Patents. Phytera will then reimburse Lilly's reasonable expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses within [ ]* of the Trusteedate of receipt of this itemized list. Notwithstanding the foregoing, upon written notice to Lilly, Phytera may elect not to share in the Certificate Administrator prosecution or maintenance costs as described in this Section 4.1(d) related to a patent or patent application in a particular country and their respective counselincurred by Lilly after receipt of that notice; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect in such event Phytera will grant to numerical information in respect Lilly ____________________ * This portion of the Mortgage Loans and Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Certificates included in the Preliminary ProspectusSecurities Act of 1933, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)as amended. The complete Exhibit, including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection portions for which confidential treatment has been requested, has been filed separately with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees Securities and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the PurchaserExchange Commission.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (ia) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing printing and delivering the Pooling and Servicing Agreement and this Agreement the Certificates; (b) the costs and expenses of printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iiic) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (ivd) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (e) the fees charged by the Rating Agencies to rate the Certificates so rated; (f) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vg) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (h) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (i) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Subject to the percentage that the aggregate Cut-off Date Balance terms and conditions of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund this Section 2, Landlord will provide Tenant with an allowance (the “Cut-off Date Pool BalanceReimbursement Allowance”)) to be applied towards the cost of all costs and expenses constructing the Tenant Work. (A) Landlord’s obligation to reimburse Tenant for Tenant’s construction of the Purchaser in connection with the transactions contemplated herein, including, but not limited toTenant Work shall be: (i) the limited to actual costs and expenses incurred by Tenant in its construction of the Purchaser in connection with the purchase of the Mortgage LoansTenant Work; (ii) limited to an amount up to, but not exceeding, $10.00 multiplied by the costs rentable square footage of the Premises; and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) conditioned upon Landlord’s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the reasonable Tenant Work has been completed and documented setaccepted by Tenant. The cost of (a) all space planning, design, consulting or review services and construction drawings, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises (including any submeters and other above building standard electrical equipment approved by Landlord), (d) required metering, re-up feescircuiting or re-wiring for metering, costs equipment rental, engineering design services, consulting services, studies, construction services, cost of billing and expenses collections, (e) materials and labor, (f) a 1% project management fee as outlined below in Section 4, payable to Landlord or its affiliates on total construction costs, and (g) an asbestos survey of the TrusteePremises if required by applicable law, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates shall all be included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreedthe Tenant Work and may be paid out of the Reimbursement Allowance, to the extent sufficient funds are available for such purpose. Any reimbursement obligation of Landlord under this Work Letter shall be applied solely to the purposes specified above, as allocated, within 365 days after the Effective Date or be forfeited with no further obligation on the part of Landlord. (B) Landlord shall pay the Reimbursement Allowance to Tenant within 45 days following Landlord’s receipt of (i) third-upon procedures letters with respect to such itemsparty invoices for costs incurred by Tenant in constructing the Tenant Work; (vii) evidence that Tenant has paid the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates invoices for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretocosts; and (xiiii) final lien waivers from any contractor or supplier who has constructed or supplied materials for the reasonable fees Tenant Work. If the costs incurred by Tenant in constructing the Tenant Work exceed the Reimbursement Allowance, then Tenant shall pay all such excess costs and expenses Tenant agrees to keep the Premises and the Project free from any liens arising out of special counsel the non-payment of such costs. (C) All installations and improvements now or hereafter placed in the Premises other than building standard improvements shall be for Tenant’s account and at Tenant’s cost. Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto, which cost shall be payable by Tenant to Landlord as additional Rent within 30 days after receipt of an invoice therefor. Tenant’s failure to pay such cost shall constitute an event of default under the PurchaserLease.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the SOHO-RR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the NCB Co-Trustee, the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, the Certificates and the Certificates SOHO-RR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the SOHO-RR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, the Certificates and the Certificates SOHO-RR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, , the Prospectus Loan-Specific Preliminary Private Placement Memorandum, the Prospectus, the Private Placement Memorandum and the Loan-Specific Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Loan-Specific Preliminary Private Placement Memorandum, the Prospectus, the Private Placement Memorandum and the Loan-Specific Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate LaSalle Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the VRR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loan, the Certificates and the Certificates VRR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate First Union Mortgage Loan Balance represents of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof; (vii) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vviii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (ix) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (x) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Underwriters. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal Balance of all the Mortgage Loans represents as to the aggregate Cut-off Cut‑off Date Principal Balance of all the mortgage loans of the Trust Fund Mortgage Loans (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Mortgage ▇▇▇n Seller shall pay (or not this Agreement is terminated, shall reimburse the Company to the extent that the Company has paid) the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance principal balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses principal balance of the Purchaser in connection with Mortgage Loans and the transactions contemplated herein, including, but not limited to: Other Mortgage Loans): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the initial fees, costs, and expenses of the Trustee (including reasonable attorneys' fees); (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator Certificates so registered and their respective counselreasonable attorney's fees and legal expenses in connection therewith; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated and disbursements reasonable attorney's fees and legal expenses in connection therewith; (v) the fees and expenses of counsel to the Underwriter; (vi) the fees and expenses of counsel to the Depositor; (vii) the fees and expenses of counsel to the Servicers; (vii) the fees and expenses of counsel to the Mortgage Loan Seller and the sellers of the Other Mortgage Loans; (ix) the costs and expenses of the "Bloomberg roadshow"; (x) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Article 2 of the Pooling and Servicing Agreement; (xi) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser Company and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, ; and (xii) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether Except as provided in Section 12.14 of the Loan Agreement, Borrower shall pay all reasonable Costs incurred by Lender in connection with the documentation, modification, workout, collection or not this Agreement is terminatedenforcement of the Loan or any of the Loan Documents (as applicable), the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion including probate, appellate and bankruptcy proceedings, any post-judgment proceedings to be determined according collect or enforce any judgment or order relating to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Loan or any of the Trust Fund Loan Documents (as applicable), and all such Costs shall be included as additional Indebtedness bearing interest at the rate then in effect under the Note until paid. In any action to foreclose the lien hereof or otherwise enforce ▇▇▇▇▇▇’s rights and remedies hereunder, there shall be allowed and included as additional Indebtedness all Costs which may be paid or incurred by or on behalf of ▇▇▇▇▇▇. For the purposes hereof “Cut-off Date Pool Balance”Costs” means all expenditures and expenses which may be paid or reasonably incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, reasonable attorneys’ fees (including reasonable fees of ▇▇▇▇▇▇’s inside counsel)) of , receivers’ fees, appraisers’ fees, engineers’ fees, accountants’ fees, independent consultants’ fees (including environmental consultants), all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses reasonably incurred in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyforegoing, including reasonable fees and disbursements of counsel in connection therewith; (vii) the Lender’s actual out-of-pocket costs and expenses reasonably incurred with respect to any audit or inspection of the Mortgaged Property, reasonably incurred outlays for documentary and expert evidence, stenographers’ charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as Lender may deem reasonably necessary either to prosecute any action or to evidence to bidders at any sale of the Mortgaged Property the true condition of the title to, or the value of, the Mortgaged Property. Further, all “Costs” shall include such other costs, expenses and fees as may be reasonably incurred by Lender in connection with printing (or otherwise reproducing) and delivering this Agreement the protection of the Mortgaged Property and the furnishing to maintenance of the Underwriters lien of this Deed of Trust, including, reasonable attorneys’ fees, expenses and costs in any litigation or proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Mortgaged Property or the Initial PurchasersPersonal Property, as applicableincluding probate, appellate, and bankruptcy proceedings, and any post-judgment proceedings to collect or enforce any judgment or order relating to this Deed of such copies Trust or the other Loan Documents, to obtain any court order or the appointment of a receiver to enforce ▇▇▇▇▇▇’s rights pursuant to Section 564 of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees California Code of Civil Procedure and/or Section 2929.5 of the rating agency California Civil Code or agencies engaged to consider rating in preparation for the Certificates commencement or hired defense of any action or proceeding, shall be immediately due and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to Lender, with interest thereon at the Asset Representations Reviewer on Default Rate, and shall be secured by this Deed of Trust. This provision is separate and several, and shall survive the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses merger of special counsel to the Purchaserthis provision into any judgment.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Eurohypo Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate LaSalle Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Initial Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof; (vii) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vviii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (ix) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (x) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Underwriters. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum, and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Citigroup Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's (50% of fees up to $30,000 and then 100% thereafter), the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and ▇▇▇▇▇'▇; (c) any of the fees of the Indenture Trustee and the fees and disbursements of the Indenture Trustee's counsel; (d) any of the fees of the Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Notes; (f) fees and expenses relating to the filing of documents with the Commission (including without limitation periodic reports under the Exchange Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal Balance of the Notes on the Closing Date, paid in connection with the issuance of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants for the Originators; and (i) all of the initial expenses (not to exceed $65,000) of the Note Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan Seller’s pro rata portion to be determined according Files but not including the initial premium paid to the percentage Note Insurer. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Depositor shall not pay any of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Indenture Trustee's or Owner Trustee's fees and expenses of the Purchaser in connection with the transactions contemplated hereinby this Agreement, includingthe Trust Agreement, but not limited to: (i) the costs Indenture and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling Sale and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's (100% of fees in excess of $25,000), the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and ▇▇▇▇▇'▇; (c) any of the fees of the Indenture Trustee and the fees and disbursements of the Indenture Trustee's counsel; (d) any of the fees of the Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Notes; (f) fees and expenses relating to the filing of documents with the Commission (including without limitation periodic reports under the Exchange Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal Balance of the Notes on the Closing Date, paid in connection with the issuance of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants for the Originators; and (i) all of the initial expenses (not to exceed $65,000) of the Note Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan Seller’s pro rata portion to be determined according Files but not including the initial premium paid to the percentage Note Insurer. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Depositor shall not pay any of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Indenture Trustee's or Owner Trustee's fees and expenses of the Purchaser in connection with the transactions contemplated hereinby this Agreement, includingthe Trust Agreement, but not limited to: (i) the costs Indenture and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling Sale and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Costs. Whether Except as provided in Section 12.14, Borrower shall pay all reasonable Costs incurred by Lender in connection with the documentation, modification, workout, collection or not this Agreement is terminatedenforcement of the Loan or any of the Loan Documents (as applicable), the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion including probate, appellate and bankruptcy proceedings, any post-judgment proceedings to be determined according collect or enforce any judgment or order relating to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Loan or any of the Trust Fund Loan Documents (as applicable), and all such Costs shall be included as additional Indebtedness bearing interest at the Default Rate set forth herein until paid. In any action to foreclose the lien hereof or otherwise enforce Lender’s rights and remedies hereunder, there shall be allowed and included as additional Indebtedness all Costs which may be paid or incurred by or on behalf of Lender. For the purposes hereof “Cut-off Date Pool Balance”Costs” means all expenditures and expenses which may be paid or reasonably incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, reasonable attorneys’ fees (including reasonable fees of Lender’s inside counsel)) of , receivers’ fees, appraisers’ fees, engineers’ fees, accountants’ fees, independent consultants’ fees (including environmental consultants), all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses reasonably incurred in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyforegoing, including reasonable fees and disbursements of counsel in connection therewith; (vii) the Lender’s actual out-of-pocket costs and expenses reasonably incurred with respect to any audit or inspection of the Mortgaged Property, reasonably incurred outlays for documentary and expert evidence, stenographers’ charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as Lender may deem reasonably necessary either to prosecute any action or to evidence to bidders at any sale of the partnership interests in connection with printing (Borrower the true condition of the title to, or otherwise reproducing) the value of, the Mortgaged Property. Further, all “Costs” shall include such other costs, expenses and delivering fees as may be reasonably incurred by Lender in the protection of the Mortgaged Property and the maintenance of the lien of the Mortgage, including, reasonable attorneys’ fees, expenses and costs in any litigation or proceeding affecting this Agreement, the Mortgage, the Note, the other Loan Documents, the Mortgaged Property or the Personal Property, including probate, appellate, and bankruptcy proceedings, and any post-judgment proceedings to collect or enforce any judgment or order relating to this Agreement and the furnishing to the Underwriters or the Initial Purchasersother Loan Documents, as applicable, to obtain any court order or the appointment of such copies a receiver to enforce Lender’s rights pursuant to Section 564 of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees California Code of Civil Procedure and/or Section 2929.5 of the rating agency California Civil Code or agencies engaged in preparation for the commencement or defense of any action or proceeding, shall be immediately due and payable to consider rating Lender, with interest thereon at the Certificates or hired Default Rate, and requested to rate the Certificates; (ix) all registration fees incurred shall be secured by the Purchaser in connection with Mortgage. This provision is separate and several, and shall survive the filing merger of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis provision into any judgment.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Principal Balance of all the mortgage loans of the Trust Fund Mortgage Loans (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and -20- disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser. Section 10.

Costs. Whether Borrower shall pay all reasonable out-of-pocket Costs incurred by Lender in connection with the collection or not this Agreement is terminatedenforcement of the Loan or any of the Loan Documents (as applicable), the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion including probate, appellate and bankruptcy proceedings, any post-judgment proceedings to be determined according collect or enforce any judgment or order relating to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Loan or any of the Trust Fund Loan Documents (as applicable), and all such Costs occurring after the Closing Date shall be included as additional Indebtedness bearing interest at the Default Rate set forth herein until paid. In any action to foreclose the lien hereof or otherwise enforce Lender’s rights and remedies hereunder, there shall be allowed and included as additional Indebtedness all Costs which may be paid or incurred by or on behalf of Lender. For the purposes hereof “CutCosts” means all reasonable out-off Date Pool Balance”of-pocket expenditures and expenses which may be paid or incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, attorneys’ fees, receivers’ fees, appraisers’ fees, engineers’ fees, accountants’ fees, independent consultants’ fees (including environmental consultants)) of , all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses incurred in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyforegoing, including reasonable fees and disbursements of counsel in connection therewith; (vii) the Lender’s out-of-pocket costs and expenses related to any audit or inspection of the Hotel Property, outlays for documentary and expert evidence, stenographers’ charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as Lender may (in connection with printing (its reasonable discretion) deem necessary either to prosecute any action or otherwise reproducing) to evidence to bidders at any sale of the partnership interests in Borrower the true condition of the title to, or the value of, the Mortgaged Property. Further, all “Costs” shall include such other reasonable out-of-pocket costs, expenses and delivering fees as may be incurred by Lender in the protection of the Mortgaged Property and the maintenance of the lien of the Deed of Trust, including, attorneys’ fees, expenses and costs in any litigation or proceeding affecting this Agreement, the Deed of Trust, the Note, the other Loan Documents, the Mortgaged Property, the Additional Collateral, or the personal property, including probate, appellate, and bankruptcy proceedings, and any post-judgment proceedings to collect or enforce any judgment or order relating to this Agreement and the furnishing to the Underwriters or the Initial Purchasersother Loan Documents, as applicable, to obtain any court order or the appointment of such copies a receiver to enforce Lender’s rights pursuant to Section 564 of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees California Code of Civil Procedure and/or Section 2929.5 of the rating agency California Civil Code or agencies engaged in preparation for the commencement or defense of any action or proceeding, shall be immediately due and payable to consider rating Lender, with interest thereon at the Certificates or hired Default Rate, and requested to rate the Certificates; (ix) all registration fees incurred shall be secured by the Purchaser in connection with Deed of Trust. This provision is separate and several, and shall survive the filing merger of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis provision into any judgment.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate JPMorgan Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date PMCF Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Underwriters and the Initial Purchasers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) (a) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee (including reasonable attorneys' fees) and (b) any subsequent fees of the Certificate Administrator Trustee negotiated by the Depositor relating to the filings described in Section 8.17(b) of the Pooling and their respective counselServicing Agreement; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement shall reimburse the Purchaser to the extent that the Purchaser has paid or is terminated, required to pay) the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate CutBorrowers shall reimburse Lender for any and all Other Taxes upon Lender's request for payment. Borrowers shall reimburse Lender for any and all out-off Date Balance of all the Mortgage Loans represents as to the aggregate Cutof-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up pocket fees, costs and expenses including reasonable attorneys' fees, other professionals' fees, appraisal fees, environmental assessment fees (including Phase I and Phase II assessments), expert fees, court costs, litigation and other expenses (collectively, the "Costs") all of which shall be reasonable in amount, incurred or paid by Lender or any of its officers, employees, Affiliates or agents in connection with: (a) the preparation, negotiation, procurement, review, administration or enforcement of this Agreement, any of the Trusteeother Loan Documents or any instrument, agreement, document, policy, consent, waiver, subordination, release of lien, termination statement, satisfaction of mortgage, financing statement or other lien search, recording or filing related thereto (or any amendment, modification or extension to, or any replacement or substitution for, any of the Certificate Administrator foregoing), whether or not any particular portion of the transactions contemplated during such negotiations is ultimately consummated, and their respective counsel; (ivb) the fees defense, preservation and disbursements protection of a firm of certified public accountants selected by the Purchaser Lender's rights and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included remedies thereunder, including its security interest in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum Loan Collateral or any other marketing materials property pledged to secure the Loans, whether incurred in bankruptcy, insolvency, foreclosure or structural other litigation or proceedings or otherwise. The Costs shall be due and collateral term sheets payable upon demand by Lender. If Borrowers fail to pay the Costs upon such demand, Lender is entitled to disburse such sums as an advance under the Line of Credit. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the Default Rate. This provision shall survive the termination of this Agreement and/or the repayment of any amounts due or the performance of any Obligation. Notwithstanding anything to the contrary in this Section 4.10, in connection with each field examination or verification by Lender of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay (i) a fee at the then current rate per auditor or any similar item), including field examiner for the cost services of obtaining any agreed-upon procedures letters with respect to such items; Lender's auditors and field examiners and (vii) the reasonable out-of-pocket fees, costs and expenses in connection with paid to third party auditors which conduct the qualification field examination or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserverification.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related items similar to Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date CDCMC Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date PNC Bank Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off -20- Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser. Section 10.

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the Wachovia Master Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminatedBuyer (as Scheduling Coordinator for the Facility) shall be responsible for CAISO costs (including penalties, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Imbalance Energy costs, and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducingother charges) and delivering the Certificates; shall be entitled to all CAISO revenues (iii) the reasonable including credits, Imbalance Energy revenues, and documented setother payments), including revenues associated with CAISO dispatches, bid cost recovery, Inter-up feesSC Trade credits, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information or other credits in respect of the Mortgage Loans Product Scheduled or delivered from the Facility. All other third party costs and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets charges (or any similar item), including the cost of obtaining registering the RECs and other attributes) shall be the responsibility of Seller, except as addressed herein in the sections titled “Environmental Attributes,” and “Additional Products,” and subject to Change in Law. All Operations & Maintenance: Seller shall develop written operating procedures for the Facility before the applicable initial delivery date which shall set forth the protocol under which the Parties shall perform their respective obligations under the PPA. During the Term, each Facility shall be operated and maintained by Seller or its designee in accordance with those practices, methods, and acts that are commonly used by a significant portion of the renewable electric generation industry. Subject to providing Buyer one-hundred twenty (120) days prior Notice, Seller shall schedule all Planned Outages within the time period determined by the CAISO for the Facility as a Resource Adequacy Resource that is subject to the Availability Standards, to qualify for an “Approved Maintenance Outage” under the CAISO Tariff, and Seller shall reimburse Buyer for any agreedcost Buyer incurs in connection therewith (including the cost of any replacement Capacity Attributes as required by the CAISO). During the five-upon procedures letters month period from June 1 to October 31 during the Delivery Term, Seller shall not schedule any non-emergency maintenance that reduces the energy generation capability of the Facility, unless (i) such outage is required to avoid an emergency or damage to the Facility or its Interconnection Facilities, (ii) such maintenance is necessary to maintain equipment All warranties or is otherwise required by the equipment manufacturer and cannot be scheduled outside the months of June to October, (iii) such outage is in connection with respect to Force Majeure events, (iv) such items; outage is required by law, or the requirements of CAISO or the interconnecting utility and/or each other applicable Governmental Authority, or (v) the costs and expenses Parties agree otherwise in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserwriting.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser or any other Person to the percentage extent that the aggregate Cut-off Date Balance of Purchaser or such other Person shall pay) all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all necessary and reasonable costs and expenses of incurred directly in delivering this Agreement, the Purchaser in connection with Indenture, the transactions contemplated hereinNotes, includingthe prospectus, but not limited to: (i) the costs free writing prospectus, the prospectus supplement and expenses of private placement memorandum relating to the Purchaser in connection with Securities and other related documents, the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up initial fees, costs and expenses of the Trustee, the Certificate Securities Administrator and their respective counsel; (iv) the Indenture Trustee set forth in an engagement letter delivered to the Seller by the Securities Administrator, the fees and disbursements expenses of a firm the Purchaser’s counsel in connection with the preparation of certified public accountants selected all documents relating to the securitization of the HELOCs, the filing fee charged by the Purchaser Securities and Exchange Commission for registration of the Notes, the fees charged by any rating agency to rate the Securities and the Mortgage Loan Seller with respect to numerical information in respect ongoing expenses of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Rating Agencies. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification transactions contemplated hereunder shall be borne by the party incurring such expense. SECTION 11. Obligations of National City Mortgage Co. in Respect of Converted HELOCs. (a) National City Mortgage Co. will repurchase any Converted HELOC (without regard to whether the conversion was optional or exemption automatic and without regard to whether the Converted HELOC was Delinquent or not), on the last day of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel calendar month in connection therewith; which such HELOC has become a Converted HELOC at a price equal to (vii) the costs and expenses in connection with any determination unpaid Principal Balance of the eligibility HELOC plus (ii) interest on such unpaid Principal Balance at the Loan Rate from the date to which interest has been paid and distributed to the Purchaser to the first day of the Certificates month following repurchase plus (iii) any unreimbursed Servicing Advances. Any repurchase of a Converted HELOC pursuant to this Section 11 shall be accompanied by deposit in the Custodial Account of the amount of the repurchase price set forth above (after deducting therefrom any amounts received in respect of such repurchased HELOC and being held in the Custodial Account for investment by institutional investors future distribution). Upon the Custodian’s receipt of notice of the deposit of the purchase price of the Custodial Account, the Custodian shall deliver the related Mortgage File to National City Mortgage Co. and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Originator all right, title and interest in any jurisdiction and the preparation of Converted HELOC pursuant to this Section. (b) Notwithstanding that a HELOC becomes a Converted HELOC in any legal investment surveymonth, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering such Converted HELOC shall remain subject to this Agreement and the furnishing Servicing Agreement until such Converted HELOC is purchased by National City Mortgage Co. pursuant to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar itemSection 11(a) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserhereof. SECTION 12.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser or any other Person to the percentage extent that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Purchaser or such other Person shall pay) of all costs and expenses of the Purchaser incurred in connection with the transactions contemplated hereintransfer and delivery of the Mortgage Loans and the Trust Swap Agreement, includingincluding without limitation, but not limited to: (irecording fees, fees for title policy endorsements and continuations and the fees for recording Assignments, the fees and expenses of the Seller’s in- house account ants and in- house attorneys; the costs and expenses incurred in connection with determining the Seller’s loan loss, foreclosure and delinquency experience, the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(d) and 9(e), the cost of an opinion of counsel regarding the true sale of the Mortgage Loans and the Trust Swap Agreement and non-consolidation of the Seller, the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering this Agreement, the Pooling and Servicing Agreement, the Certificates; (iii) , the reasonable prospectus, any Preliminary Prospectus Supplement, the Prospectus Supplement, any blue sky filings and documented set-up feesprivate placement memorandum relating to the Certificates and other related documents, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements expenses of a firm the Purchaser’s counsel in connection with the preparation of certified public accountants selected by all documents relating to the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect securitization of the Mortgage Loans and the Certificates included in the Preliminary ProspectusLoans, the Preliminary Private Placement Memorandumfiling fee charged by the Securities and Exchange Commission for registration of the Certificates, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect opinions of outside special counsel that may be required for the Seller and the fees charged by any Rating Agency to such items; (v) rate the Certificates. All other costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemp lated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate CWCMSI Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or the Initial Purchaser; provided, however, the Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Initial Aggregate Mortgage Loan Balance represents of all the Mortgage Loans represents Initial Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the aggregate Cut-off Date Balance memorandum of all understanding to which the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether or not this Agreement is terminated, ‌ 12.1 The Steering Committee will prepare a budget for all Bid Costs for approval by the Mortgage Loan Seller will pay its pro rata share Parties (the Mortgage Loan Seller’s pro rata portion to "Budget"). The Budget may only be determined according exceeded or otherwise amended with the prior approval of the Steering Committee.‌ 12.2 If the Joint Bid is completed in accordance with its terms:‌ (a) Bid Costs will be paid by Bidco unless Target has been delisted and re- registered as a private limited company in which case Target will be liable for the Bid Costs; and (b) any costs, fees and expenses incurred by a Party in relation to the percentage Joint Bid which are not Bid Costs, otherwise included within the Budget or otherwise approved by the Steering Committee shall be for that Party’s account. 12.3 If the aggregate Cut-off Date Balance of all Joint Bid lapses, is withdrawn or otherwise does not complete in accordance with its terms, Abort Costs will be paid by each Party in accordance with the Mortgage Loans represents as Consortium Allocation and any costs, fees and expenses incurred by a Party in relation to the aggregate Cut-off Date Balance of all the mortgage loans Joint Bid which are not Abort Costs shall be for that Party’s account.‌ Within twenty Business Days of the Trust Fund (date on which the “Cut-off Date Pool Balance”)) Joint Bid lapses, is withdrawn or otherwise does not complete in accordance with its terms, Bidco shall notify the other Parties in writing of the Abort Costs with copies of the relevant invoices relating to the Abort Costs which shall be the final and binding amount of the Abort Costs. 12.4 If the Joint Bid lapses, is withdrawn or otherwise does not complete in accordance with its terms, all costs incurred by any of the Parties in respect of due diligence in relation to the Joint Bid shall be borne in full by the Party who instructed the relevant third party to conduct such due diligence. 12.5 Notwithstanding any other provision of this Clause 12, if: (a) a Party does not pay any sums due from it to Bidco under Clause 5 it shall pay the Bid Costs in full and reimburse each Party which did pay any sums due to Bidco under Clause 5 for all costs, fees and expenses which would otherwise be for the account of such Party under Clauses 12.2 and 12.3; (b) if two or more Parties do not pay any sums due from them to Bidco under Clause 5 their obligations under this Clause shall be joint and several, and they shall account for such costs between themselves in proportion to their respective proportions under the Purchaser Consortium Allocations; and (c) upon any Party not paying any sums due from it to Bidco under Clause 5, Bidco shall notify the other Parties in connection with the transactions contemplated herein, including, but not limited to: writing of: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; failure to pay; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller Bid Costs with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectusrelevant invoices relating to the Bid Costs for the purposes of payment and reimbursement by the Party who failed to pay and which the Parties agree shall be the final and binding amount of the Bid Costs to be paid or reimbursed. 12.6 Subject to Clause 12.7, any liability that arises to Ondra Partners (an "Ondra Liability") pursuant to clause 12 (Indemnity) of the Preliminary Private Placement Memorandumengagement letter between Ondra Partners, Fairfax, ACON and ACM dated on or around the Prospectus date of this Agreement, shall be borne by each of Fairfax, ACON and ACM in accordance with the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets Consortium Allocations.‌ 12.7 If it can be reasonably established that an Ondra Liability has arisen predominantly due to the actions (or any similar iteminaction) and this Agreement as the Underwriters and the Initial Purchasers may reasonably requestof:‌ (a) Fairfax, ▇▇▇▇▇▇▇ shall alone be liable for that Ondra Liability; (b) ACON, ACON shall be liable for that Ondra Liability; or (viiic) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the PurchaserACM, ACM shall alone be liable for that Ondra Liability.

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the Capmark Master Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Purchaser, the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Recipient must bear its own costs of complying with this Clause 25. This Clause 25 applies for the Agreement Period and for a period of seven years from the expiry or not termination of this Agreement is terminatedAgreement. Audit and access DFAT or a representative may conduct audits or reviews relevant to the performance of the Recipient's obligations under this Agreement. Audits or reviews may be conducted of: the use of the Funds; the Assets; the Recipient's operational practices and procedures as they relate to this Agreement; the accuracy of the Recipient’s invoices and Reports; the Recipient's compliance with its confidentiality and privacy obligations under this Agreement; the Recipient's compliance with Laws, guidelines and policies including the Mortgage Loan Seller will pay policies listed at Clause 16 (Compliance with Laws) and 18 (Compliance with DFAT Policies); the Recipient's compliance with its pro rata share child protection policy obligations under Clause 17 (Child Protection); the Mortgage Loan Seller’s pro rata portion Recipient's compliance with its Fraud control strategy and policies including Fraud prevention, reporting and investigation obligations under this Agreement; Material (including records, books and accounts) in the possession of the Recipient relevant to the Activity or this Agreement; and any other matters determined by DFAT to be determined according relevant to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as Activity or this Agreement. If DFAT decides to conduct or commission audits or reviews, it will give reasonable notice to the aggregate CutRecipient. The Recipient must participate co-off Date Balance of all operatively in any audit or review conducted by DFAT or a representative. DFAT may, at reasonable times and on giving reasonable notice to the mortgage loans Recipient: access the premises of the Trust Fund (Recipient and premises where the “Cut-off Date Pool Balance”)) Activity is being undertaken to the extent relevant to the performance of all costs this Agreement; require the provision by the Recipient, its Personnel or subcontractors of records and expenses information in a data format and storage medium accessible by DFAT by use of DFAT’s existing computer hardware and software; inspect and copy documentation, records, books and accounts, however stored, in the custody or under the control of the Purchaser in connection with the transactions contemplated hereinRecipient, including, but not limited to: (i) the costs its Personnel or subcontractors; and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information require assistance in respect of any inquiry into or concerning the Mortgage Loans Activity or this Agreement. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to DFAT), any request for information directed to DFAT, and any inquiry conducted by Parliament or any Parliamentary committee. The Recipient must provide access to its computer hardware and software to the extent necessary for DFAT to exercise its rights under this Clause 26, and provide DFAT with any reasonable assistance requested by DFAT to use that hardware and software. DFAT must use reasonable endeavours to ensure that: audits or reviews performed pursuant to sub-clause 26.1 above; and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption exercise of the Certificates under state securities general rights granted by sub-clause 26.2 by DFAT, do not unreasonably delay or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors disrupt in any jurisdiction and material respect the preparation Recipient's performance of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering its obligations under this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserbusiness.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Parties shall jointly and severally reimburse Lender for any and all Other Taxes actually paid by Lender upon Lender’s written request for payment together with reasonable supporting documentation. Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate CutParties shall jointly and severally reimburse Lender for any and all actual out-off Date Balance of all the Mortgage Loans represents as to the aggregate Cutof-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up pocket fees, costs and expenses including reasonable attorneys’ fees, other professionals’ fees, appraisal fees, environmental assessment fees (including Phase I and Phase II assessments, but only if a Loan Party has received written notice that it may have violated any applicable Environmental Law), expert fees, court costs, litigation and other expenses (collectively, the “Costs”) all of which shall be reasonable in amount, actually paid by Lender or any of its officers, employees, Affiliates or agents in connection with: (a) the preparation, negotiation, procurement, review, administration or enforcement of this Agreement, any of the Trusteeother Loan Documents or any instrument, agreement, document, policy, consent, waiver, subordination, release of lien, termination statement, satisfaction of mortgage, financing statement or other lien search, recording or filing related thereto (or any amendment, modification or extension to, or any replacement or substitution for, any of the Certificate Administrator foregoing), whether or not any particular portion of the transactions contemplated during such negotiations is ultimately consummated, and their respective counsel; (ivb) the fees defense, preservation and disbursements protection of a firm of certified public accountants selected by the Purchaser Lender’s rights and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included remedies thereunder, including its security interest in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum Loan Collateral or any other marketing materials Property pledged to secure the Loans, whether incurred in bankruptcy, insolvency, foreclosure or structural other litigation or proceedings or otherwise. The Costs shall be due and collateral term sheets payable upon written demand by Lender. If any Loan Party fails to pay any of such Costs upon such demand, Lender is entitled to disburse such sums as an advance under the Line of Credit. If there is insufficient Revolving Loan Availability to charge such Costs to the loan account with Lender as an advance of the Revolving Loans, the Costs shall bear interest from the due date for payment at the Default Rate. This provision shall survive the termination of this Agreement and/or the repayment of any amounts due or the performance of any Obligation. Notwithstanding anything to the contrary in this Section 4.10, in connection with each field examination or verification by Lender of any of the Loan Collateral or Loan Parties conducted after the Closing Date, Borrower will pay to Lender either (or any similar item)but not both): (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the cost services of obtaining any agreed-upon procedures letters with respect to such items; Lender’s auditors and field examiners or (vii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; provided that, so long as an Event of Default has not occurred and Lender has not, in connection with the qualification good faith, determined that Loan Parties’ financial condition or exemption performance or Revolving Loan Availability has materially diminished, Lender shall not seek reimbursement from Borrower for more than a total of three (3) periodic, repeat audits (i.e., exclusive of any new business audit) per calendar year undertaken by Lender’s auditors or field examiners of Loan Parties (including of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the PurchaserLoan Collateral).

Costs. Whether or not this Agreement is terminated(a) Subject to Section 7.7(b) below, the Mortgage Loan Seller will Parties shall each pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all their own costs and expenses (including attorney’s fees and accountants’ fees) incurred or to be incurred in negotiating, preparing and executing this Agreement. All expenses of Seller and its Affiliates incurred in connection with their respective obligations hereunder shall be borne by such Party, unless explicitly described herein as payable by a Buyer Party or out of Collections. For the Purchaser avoidance of doubt, Seller shall at all times bear any costs, fees and expenses of any nature (including, without limitation, all marketing costs, broker fees, legal fees, documentation fees and costs of property valuations) incurred in connection with the transactions contemplated herein, including, but not limited to: origination and/or closing of an Option between Seller and a Homeowner. (b) Notwithstanding anything herein to the contrary (i) if the costs Execution Date occurs and expenses the Program Documents are executed and delivered by each of the Purchaser Parties thereto, in each case, on or before December 15, 2023, Seller will reimburse to Buyer Agent fifty percent (50.00%) of the out-of-pocket attorneys’ fees incurred by Buyer Agent to Buyer Agent’s legal counsel (which shall be comprised of not more than one law firm) in connection with the purchase preparation and negotiation of the Mortgage Loans; Program Documents, subject to submission of reasonable and customary documentation, including line-item invoices, evidencing the amount so incurred, and (ii) if, following the costs Execution Date and expenses of reproducing the execution and delivering delivery by the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses Parties of the TrusteeProgram Documents, Buyer Agent closes a debt facility on or before January 15, 2024 with East West Bank for purposes of financing the Certificate Administrator and their respective counsel; purchase by Buyer of Eligible Options pursuant to the Purchase Agreement, Seller will reimburse to Buyer Agent fifty percent (iv50.00%) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets out-of-pocket attorneys’ fees incurred by Buyer Agent to Buyer Agent’s legal counsel (or any similar item), including the cost which shall be comprised of obtaining any agreed-upon procedures letters with respect to such items; (vnot more than one law firm) the costs and expenses in connection with the qualification or exemption preparation and negotiation of the Certificates under state securities or blue sky lawsfinancing documents evidencing such debt facility, subject to submission of reasonable and customary documentation, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyline-item invoices, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in evidencing the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserso incurred.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Citigroup Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Purchaser, the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.