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 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”)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; (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, Wxxxxxxxxx & Txxx LLP, as counsel to the Purchaser.

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: (i) the costs expenses deemed to be "organization and expenses offering expenses" of the Purchaser in connection with the purchase Company for purposes of Conduct Rule 5110(c) of the Mortgage LoansFinancial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as "Organization and Offering Expenses"); corporate and organizational expenses relating to borrowings and offerings of the Company's shares of beneficial interest (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing"Shares") and delivering the Certificates; (iii) the reasonable other securities and documented set-up feesincurrences of any indebtedness, 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 subject to numerical information in respect of the Mortgage Loans and the Certificates limitations included in this Agreement; the Preliminary Prospectus, cost of calculating 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)Company's net asset value, including the cost of obtaining any agreedthird-upon procedures letters party valuation services; the cost of effecting sales and repurchases of the Shares and other securities; 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 respect to such itemsperforming due diligence reviews of prospective investments; (v) the fees, costs and operating expenses relating to a Subsidiary; the fees and costs relating to any special purpose vehicles formed to make investments on behalf Company either directly or through a Subsidiary; research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); 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 trustees of the Company who are not affiliated persons (as defined in the 1000 Xxx) of the Advisor, the Co-Advisor or any other future co-advisor; costs of proxy statements, shareholders' reports and notices; fidelity bond, trustees 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, including compliance with the Sxxxxxxx-Xxxxx Act of 2002; costs associated with the Company's reporting and compliance obligations under the 1940 Act and 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, 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 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 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 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 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 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 Xxxxx'x; (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 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 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 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 ProspectusXxxxx'x 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 '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 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 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 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 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 1000 Xxx) 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 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 Recipient must bear its own costs of complying with this Clause 25. Survival 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 Right to conduct audits or reviews 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. Access by DFAT 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. Conduct of audit and access 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 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 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 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 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 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 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 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 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 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 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 Mortgage Xxxn 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 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 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 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 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 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 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 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 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 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 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 Xxxxx'x; (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 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 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 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 MemorandumXxxxxxx Xxxxxxxxx Xxxxxxxxxx, 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 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 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 24 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 '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 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 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 Xxxxx'x; (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 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 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 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 Xxxxxx’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 Xxxxxx. 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 Xxxxxx’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 Xxxxxx’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 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 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 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 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 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 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 principal balance as of the Cut-off Date Balance of all the mortgage loans of Trust Mortgage Loans to be included in 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, preliminary and final versions of the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Supplement, 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) Supplement 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; and (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 [Sidley Austin llp][Cadwalader, Xxxxxxxxxx & Xxxx LLP], as 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 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 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, 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 ProspectusXxxxx'x 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 and the Trust Administrator, the fees and disbursements of the Trustee's and the Trust Administrator's counsel, if any and the fees of the Trustee and the Trust Administrator 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 's pro rata portion to be determined according to the percentage that the aggregate [_________] 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 Each Borrower severally and not this Agreement is terminated, jointly shall reimburse 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 Lender for any and 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 including, without limitation, reasonable attorneys’ fees, other professionals’ fees, appraisal fees, expert fees, court costs, litigation and other expenses (collectively, the “Costs”) incurred or paid by the Lender or any of its officers, employees or agents on such Borrower’s behalf (i) in all efforts made to enforce payment of the TrusteeObligations or effect collection of any Collateral, (ii) in connection with entering into, modifying, amending, and enforcing this Agreement or any consents or waivers hereunder and all related agreements, documents and instruments, (iii) in maintaining, storing, or preserving any Collateral, or in instituting, enforcing and foreclosing on the Certificate Administrator and their respective counsel; Lender’s security interest in any Collateral or possession of any premises containing any Collateral, whether through judicial proceedings or otherwise, (iv) in defending or prosecuting any actions or proceedings arising out of or relating to the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller Lender’s transactions with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectussuch Borrower, 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 advice given to the eligibility of the Certificates for investment Lender with respect to its rights and obligations under this Agreement and all related agreements. Expenses being reimbursed 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 such Borrower under this section include costs and expenses incurred in connection with printing with: (or otherwise reproducinga) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasersbackground checks regarding senior management and/or key investors, as applicabledeemed necessary or appropriate in the sole discretion of Lender; and (b) taxes, of such copies of the Preliminary Prospectusfees and other charges for (i) lien searches, 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 itemii) 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 any financing statements and continuations, and other actions to perfect, protect, and continue the issuance Lender’s security interests, (iii) sums paid or incurred to take any action required of such Borrower under the Registered Certificates; (x) the upfront fee payable Loan Documents that such Borrower fails to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; pay or take, and (xiiv) the reasonable fees forwarding loan proceeds, collecting checks and other items of payment, and costs and expenses of special counsel preserving and protecting the Collateral. Costs shall be due and payable upon demand by the Lender. If such Borrower fails to pay Costs upon such demand, the Lender is entitled to disburse such Costs as Obligations of such Borrower. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the highest rate set forth in this Agreement. This provision shall survive the termination of this Agreement. To the extent that, in Lender’s sole judgment, any of the foregoing Costs and expenses are attributable to or arise out of one or more Loans to a particular Borrower, only such Borrower shall be liable for such Costs and expenses. To the extent that, in Lender’s sole judgment, such Costs and expenses are attributable to more than one Borrower, such Costs and expenses shall be allocated among such Borrower pursuant to the PurchaserPro Rata Allocation.

Costs. Whether Upon Closing, Sellers shall pay (a) all documentary stamp taxes, excise taxes, surtaxes, transfer taxes or not this Agreement is terminated, similar taxes due on recording the Mortgage Loan Seller will pay its pro rata share (Deed or otherwise payable in connection with 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 transfer of the Trust Fund Property, (the “Cut-off Date Pool Balance”)b) of all costs and expenses relating to retirement of any and all indebtedness secured by the Purchaser Property (other than with respect to the Loan), including without limitation prepayment penalties, yield maintenance fees, defeasance costs and the costs of recording all mortgage cancellations, and (c) all costs relating to the base owner’s policy of title insurance for each parcel of Real Property that comprises the Property (collectively, the “Title Policy”) to be delivered by Sellers to Buyer at Closing pursuant to the terms hereof. However, at Closing, Buyer shall contribute an aggregate amount of $100,000 (the “Contribution”) to the Seller’s cost of title insurance. The Contribution shall be allocated amongst this Agreement and the Companion Agreements in Seller’s discretion. Buyer shall pay (r) Lender’s fees and costs in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses assumption of the Purchaser Loan (including the non-refundable assumption fee in the amount of 1⁄2% of the principal indebtedness per the Loan Documents) and all recordation or similar mortgage taxes in connection with said assumption, (s) all recording fees relating to the purchase Deed, (t) all 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 Buyer’s attorneys’ fees, (u) all costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; in connection with Buyer’s due diligence (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 all environmental studies conducted by Buyer), (v) all costs relating to extended coverage and/or any agreed-upon procedures letters endorsements desired by Buyer with respect to such items; the Title Policy, (vw) all survey costs, (x) all Buyer’s financing costs, (y) any sales tax due on the Personal Property, and (z) all other costs and expenses incidental to or in connection with closing this transaction customarily paid for by the qualification or exemption buyer of the Certificates under state securities or blue sky lawssimilar property. Upon Closing, including filing fees Sellers additionally shall pay all of Sellers’ attorneys’ fees, and reasonable fees and disbursements of counsel in connection therewith; (vi) the all other costs and expenses incidental to or in connection with any determination of the eligibility of the Certificates closing this transaction customarily paid 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 seller 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 Purchasersimilar property.

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 Countrywide 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 Cut-off Date GACC 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 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 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 pro rata portion to be determined according to the percentage that the aggregate Countrywide 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 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 Bank, National Association 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 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 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 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 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 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 Recipient must bear its own costs of complying with this Clause 25. Survival 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 Right to conduct audits or reviews 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. Access by DFAT 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. Conduct of audit and access 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 Each 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) each Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan each Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Xxxxxxx Xxxxx 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 Sellers 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 Cut-off Date Artesia 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; 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 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 Each party will bear its own costs for any matter referred to an expert hereunder and, in the absence of express provision in the 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 hereincontrary, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with expert will be shared equally by the purchase parties. For greater certainty, the release of the Mortgage Loans; (ii) Products for sale or distribution under the costs applicable marketing approval for the Products will not by itself indicate compliance by Patheon with its obligations for the Manufacturing Services and expenses of reproducing and delivering the Pooling and Servicing Agreement and further that nothing in this Agreement and printing (including this Schedule E) will remove or otherwise reproducing) and delivering limit the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses authority of the Trustee, the Certificate Administrator and their respective counsel; relevant qualified person (iv) the fees and disbursements of a firm of certified public accountants selected as specified by the Purchaser and Quality Agreement) to determine whether the Mortgage Loan Seller with respect Products are to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectusbe released for sale or distribution. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, the Preliminary Private Placement MemorandumWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, 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-HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] SCHEDULE F COMMERCIAL QUALITY AGREEMENT To be mutually 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; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] SCHEDULE G (Reserved) [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] SCHEDULE H MONTHLY ACTIVE MATERIALS INVENTORY REPORT TO: POZEN INC. FROM: PATHEON PHARMACEUTICALS INC. RE: Active Materials monthly inventory report under Section 2.2(a) of the Manufacturing Services Agreement dated December 9, 2011 (the "Agreement") Reporting month: Active Materials on hand at beginning of month: kg (A) Active Materials on hand at end of month: kg (B) Quantity Received during month: kg (C) Quantity Dispensed1 during month: kg (A + C – B) Quantity Converted during month: kg (total Active Materials in Products produced and (xinot rejected, recalled or returned) Capitalized terms used in this report have the reasonable fees and expenses of special counsel meanings given to the Purchaser.terms in the Agreement. PATHEON PHARMACEUTICALS INC. DATE: Per: Name: Title:

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”)) 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 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 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 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 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, the Mortgage Loan Seller will and Purchaser each agrees to 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 (i) transfer taxes or document stamps, (ii) sales taxes and (iii) recording fees and taxes connected with the transfer of the Property and the recordation or registration of the Deed, as well as (iv) all Bulk Sales taxes and other personal property taxes associated with the Closing, if any, (v) all fees of the Escrow Agent in connection with the Escrow Instructions, (vi) costs and premiums of title insurance, including, without limitation, the costs and expenses of all endorsements thereto, and (vii) all surveys of the Purchaser Hotel prepared for the Closing. Seller shall pay for any fees or costs relating to or in connection with the transactions contemplated hereinassumption or transfer of the Existing Debt from Seller to Purchaser, including, without limitation, the Lender’s attorneys’ fees related to the assignment and assumption of the Existing Debt, to the extent payable by the borrower under the Loan Documents; provided, however, that Purchaser shall pay for the costs of recording amendments to the mortgages and UCC filings affecting the Property, including any applicable transfer, mortgage or recording fees or taxes. Purchaser shall pay for all other transaction costs connected with the transfer of the Property, including, but not limited to: to (i) all environmental and engineering reports prepared by or at the request of Purchaser, but Seller shall be solely responsible for all costs of removing any title defects which Seller is required to remove pursuant to the provisions hereof and expenses of the Purchaser (ii) any and all sums required to be paid in connection with the purchase execution of the Mortgage LoansPurchaser Franchise Agreement; (ii) provided, however, that Purchaser shall not be responsible for any amounts due and owing to Franchisor pursuant to the costs Franchise Agreement representing obligations which accrued prior to the Closing. Each party shall pay its own accountants 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 attorneys’ 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 incurred in connection with the qualification or exemption preparation, negotiation and execution 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 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 or not this Agreement is terminated, the Mortgage Loan Seller will Buyer shall 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 fees related to financing. Additional Financing Terms. The parties further agree regarding financing as follows: Caution: If any financing or lien other than a first lien on the Property is involved, the parties are encouraged to contact an attorney. The parties should contact an attorney for preparation of the Purchaser documents evidencing any seller financing. SELLER: , a By: Print Name: Its: Execution Date: Address: BUYER: , a By: Print Name: Its: Execution Date: Address: Phone: Facsimile: Email: Phone: Facsimile: Email: PROPERTY DISCLOSURE STATEMENT‐ COMMERCIAL This Property Disclosure Statement ("Statement") discloses Seller's current, actual knowledge of the condition of the Property (described below) as of the date signed by Seller. This Statement does not relieve Seller of the obligation to disclose a condition of the Property that may not be addressed on this form and/or a change in connection with any condition of the transactions contemplated hereinProperty occurring after the date of this Statement. This Statement is not a substitute for inspection by Xxxxx. Conditions may exist which are unknown to Seller. This Statement does not relieve a Buyer of the responsibility to independently review and investigate the Property. The Realtors Association of New Mexico, includingthe Commercial Association of Realtors‐New Mexico, but and the Brokers do not limited towarrant or guarantee the sufficiency, accuracy, completeness, or correctness of any information in this Statement. Seller understands and intends that the information and representations provided in this Statement will be relied upon. This Statement covers the property having an address of _ , which is generally described as: (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"Property"). Seller, 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 Purchasersbest of Seller's current, actual knowledge, represents, warrants and certifies to Buyer, and Xxxxx's agents, contractors, inspectors and lenders, as applicable, of such copies of follows regarding 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.Property:

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 '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 Supplement, 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 the 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, 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 Loan 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 LoansLoan; (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 Loan 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 terminatedExcept for the amount of Landlord's leasehold improvement contribution as set forth elsewhere herein, the Mortgage Loan Seller will Tenant shall bear and 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 associated with the Tenant Work and any adverse effects thereof on the Complex and the systems within and/or providing service to the Complex, including, without limitation, all costs associated with the preparation of the Purchaser Plans and Specifications and Landlord's out-of-pocket expenses for the review thereof (together with a reasonable fee for time expended by the property manager's personnel in evaluating the same), the purchase of all equipment and other materials, the payment of all contractors and other parties performing or inspecting the Tenant Work, and charges for cleaning, trash removal, replacement of existing landscaping and repairs of any other damages within the Complex and/or the surrounding property required as a direct result of the Tenant Work, and Landlord shall not be liable for any such expenses. In this connection, solely with respect to Landlord's independent architects and engineers, it is specifically agreed that Tenant shall pay only those reasonable charges made by Landlord's independent architects and engineers for their review, inspection (if in Landlord's reasonable judgement the Tenant Work is not being installed according to the Plans and Specifications or the Tenant Work has not been installed according to Plans and Specifications) and consultation with respect to the mechanical, heating, ventilating, air conditioning, electrical, plumbing and structural portions of the Tenant Work and the effects thereof on the Complex and the systems within and/or providing service to the Complex. Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Mortgagee, and their respective partners, agents, directors, officers and employees from and against (i) any claims for payments by any contractors or subcontractors and from any mechanic's liens or materialmen's liens which might be filed against any portion of the Building, the Complex or surrounding property in connection with the transactions contemplated hereinperformance of any Tenant Work (or the supply of any materials or equipment related thereto) except to the extent the same are attributable to a failure by Landlord to pay the leasehold improvement allowance to Tenant when due under this Lease, and (ii) all claims, losses, costs, damages or expenses (including, but not limited to: (i, reasonable attorney's fees, costs of court and reasonable investigative fees to defend such claims) resulting, arising or alleged to arise from any injuries to or death of any person, damage to any property or interference with any other tenant or tenants' rights granted under such other tenants' lease(s) in the costs and expenses Building caused by any act, omission or neglect of the Purchaser Tenant and/or Tenant's directors, officers, employees, agents, contractors, subcontractors, laborers, materialmen, invitees and/or other parties 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 PurchaserTenant Work.

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 terminatedSubject to the limitations on reimbursement of the Adviser 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 Corporation, either directly or through reimbursement to the percentage that the aggregate Cut-off Date Balance of Adviser, shall bear 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 other costs and expenses of its operations and transactions, including (without limitation): (a) expenses deemed to be “organization and offering expenses” of the Purchaser Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); (b) calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); (c) interest payable on debt, if any, incurred to finance the Corporation’s investments; (d) fees and expenses, including travel expenses, incurred by the Adviser or payable to third parties in connection with performing due diligence on prospective portfolio companies, monitoring the transactions contemplated hereinCorporation’s investments and, includingif necessary, but not limited enforcing the Corporation’s rights; (e) amounts payable to third parties relating to: , or associated with, evaluating, making and disposing of investments; (f) brokerage fees and commissions; (g) federal and state registration fees; (h) exchange listing fees; (i) federal, state and local taxes; (j) the base management fee and any incentive fee; (k) distributions on the Corporation’s common stock; (l) administration fees payable to the Adviser under the administration agreement dated as of July __, 2014 (the “Administration Agreement”); (m) the actual costs incurred by the Adviser as our administrator in providing managerial assistance to those portfolio companies that request it; (n) transfer agent and custody fees and expenses; (o) independent director fees and expenses; (p) the costs of any reports, proxy statements or other notices to the Corporation’s stockholders, including printing costs; (q) costs of holding stockholder meetings; (r) litigation, indemnification and other non-recurring or extraordinary expenses; (s) fees and expenses associated with marketing efforts, including deal sourcing fees and marketing to financial sponsors; (t) dues, fees and charges of any trade association of which the Corporation is a member; (u) direct costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs administration 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)operation, including the cost of obtaining any agreed-upon procedures letters with respect to such itemsaudit and legal costs; (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 therewithCorporation’s fidelity bond; (viw) the costs directors and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction officers/errors and the preparation of any legal investment surveyomissions liability insurance, 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 Certificatesinsurance premiums; (x) costs associated with the upfront fee payable to Corporation’s reporting and compliance obligations under the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretoInvestment Company Act and applicable U.S. federal and state securities laws; and (xiy) all other expenses reasonably incurred by the reasonable fees Corporation or the Adviser in connection with administering the Corporation’s business. Notwithstanding the foregoing, the Corporation shall not be liable for Organization and expenses of special counsel Offering Expenses to the Purchaserextent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 1.0% of the aggregate gross proceeds from the offering of the Corporation’s securities (the “Reimbursable O&O Expenses”). The following provisions in this Section 2(c) shall apply for only so long as shares of Common Stock are not listed on a national securities exchange.

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 All costs and expenses of the Purchaser in connection with the transactions contemplated hereinProject and, includingexcept as set out in paragraph (b) below, but not limited to: (i) the this Agreement, including any development and maintenance cost, any costs and expenses regarding the preparation of the Purchaser Project Documents, Validation, Registration, Verification, Certification and Issuance of OFFSETS, any costs in connection with the purchase preparation, negotiation and execution of this Agreement, including such costs incurred by the Mortgage Loans; (ii) the PURCHASER. Any costs and expenses regarding the creation and maintenance of reproducing a Delivery Account. Taxes Any Taxes that may be payable with regard to the Project, the Project Costs and delivering the Pooling acquisition by the PURCHASER of OFFSETS or Shortfall Units, as the case may be, pursuant to this Agreement, shall be borne by the PROJECT MANAGER. PAYMENTS the value per unit is the quoted price on the OFFER SHEET in USD only; the value per unit quoted on the OFFER SHEET is valid for the current year only; the value per unit for contract terms longer than one year is to be linked to the European Union Carbon price index and Servicing Agreement allowed to fluctuate with the international market. The PURCHASER shall be invoiced by the PROJECT MANAGER for the total sale value in USD only; The total contract value shall be deposited electronically or wired to the Global Forest Resources Spokane Teachers Credit Union Account # _______________ and Routing # _________________ within 10 days of executing this AGREEMENT. UNDERTAKINGS The Project Manager’s covenants The PROJECT MANAGER shall: not sell, transfer, assign, license, dispose of, grant, or otherwise create any interest in all or in part of the Contract OFFSETS; ensure that it shall at all times have all Consents in full force and effect necessary to perform its obligations under this Agreement and printing (or otherwise reproducing) for the conduct of its business and delivering the Certificates; (iii) the reasonable development, maintenance, and documented set-up fees, costs and expenses operation of the TrusteeProject; comply with all Applicable Rules and shall ensure that the Project is carried out in accordance with the Project Design Documents and with all necessary due diligence and efficiency and in conformity with all REGISTRY guidelines, practices, and regulations; do everything reasonably necessary to ensure the Certificate Administrator creation and their respective counseltransfer of any or all of the PROJECT MANAGER’S rights, interests, and entitlements in the Contract OFFSETS to the PURCHASER; (iv) and ensure that the fees PURCHASER is informed promptly of any events or circumstances which may impact on the ability of the PROJECT MANAGER to perform any of its obligations under this Agreement, including any issues relating to the Issuance of OFFSETS and disbursements the forwarding of a firm of certified public accountants selected the Contract OFFSETS to the PURCHASER. VERIFICATION AND CERTIFICATION Verification and Certification The PROJECT MANAGER shall ensure that all OFFSETS generated by the Purchaser Project during the entire Crediting Period shall be subject to Monitoring, Verification and Certification. The PROJECT MANAGER shall have OFFSETS issued in respect of all GHG Reductions generated by the Mortgage Loan Seller Project during the entire Crediting Period. The PROJECT MANAGER shall no later than thirty (30) days prior to the anticipated date of Delivery, provide the PURCHASER with the relevant Verification Report and give the PURCHASER written notice of such anticipated date of Delivery. PROJECT MANAGER- GENERAL COMMUNICATION PROJECT MANAGER The PROJECT MANAGER shall allow that the PURCHASER become a Project Participant with respect to numerical information the Project, solely to allow the PURCHASER to receive Project OFFSETS as contemplated in this Agreement. The PURCHASER shall not be involved in the Project in any way, other than in its capacity as PURCHASER of the OFFSETS. Similarly, if the PURCHASER has requested Delivery of Shortfall Units and Delivery is to be made in accordance with paragraph 4.1(a),(b), the PROJECT MANAGER shall allow that the PURCHASER shall become a Project Participant with respect to the relevant project, solely to allow the PURCHASER to receive the Shortfall Units in respect of the Mortgage Loans and the Certificates included such project. The PURCHASER shall not be involved in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or such project in any other marketing materials or structural and collateral term sheets (or any similar item)way, including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses other than in connection with the qualification or exemption its capacity as sole PURCHASER of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) OFFSETS. General Communication The Parties agree that 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 PROJECT MANAGER shall serve 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 PurchaserFocal Point for communication.

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 First Union 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; 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 In addition to any costs, expenses or not fees for which Bxxxxxxx has agreed to pay to Lender under the Attorneys’ Fees; Expenses section of this Agreement is terminatedAgreement, 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 Borrower shall reimburse Lender for any and 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 Trusteeincluding, the Certificate Administrator without limitation, reasonable attorneys’ fees, and their respective counsel; (iv) the paralegal 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 incurred in connection with the qualification or exemption litigation, mediation, arbitration, other alternate dispute processes, administrative proceedings and appeals of all of the Certificates under state securities same, other professionals’ fees, appraisal fees, environmental assessment fees (including Phase I and Phase II assessments), field exam audits, expert fees, court costs, litigation, documentary stamp taxes, if any, intangible taxes, if any, and other expenses (collectively, the “Costs”) incurred or blue sky lawspaid by Lender or any of its officers, including filing fees and reasonable fees and disbursements of counsel employees or agents in connection therewith; with: (via) the costs and expenses in connection with any determination preparation, negotiation, procurement, review, administration or enforcement 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 Related Documents or the Initial Purchasersany instrument, as applicableagreement, document, policy, consent, waiver, subordination, release of such copies 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 Preliminary Prospectusforegoing), whether or not any particular portion of the Preliminary Private Placement Memorandumtransactions contemplated during such negotiations is ultimately consummated, and (b) the Prospectus defense, preservation and protection of Lender’s rights and remedies thereunder, including without limitation, its security interest in the Private Placement Memorandum 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 Lxxxxx. If Bxxxxxxx fails to pay the Costs when upon such demand, Lxxxxx is entitled to disburse such sums as Indebtedness. Thereafter, the Costs shall bear interest from the date incurred or any similar item) and disbursed at the highest rate set forth in this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) Related Documents. This provision shall survive the fees termination of this Agreement and the rating agency Related Documents and/or the repayment of any amounts due or agencies engaged the performance of any Indebtedness. Depository/Banking Services. Lender shall be the principal depository in which substantially all of Borrower’s funds are deposited, and the principal bank of account of Borrower, as long as any Indebtedness are outstanding, and Borrower shall grant Lender the first and last opportunity to consider rating the Certificates or hired provide any corporate banking services required by Borrower 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 Purchaseraffiliates.

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 Bank of America 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 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 from the “Cutdate incurred 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 "Costs" means all actual, 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, reasonable attorneys' fees (including 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 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 related to any audit or inspection of the Mortgaged 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 actual 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 Mortgage, including, 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 applicableto obtain any court order or the appointment of a receiver to enforce Lender's rights or in preparation for the commencement or defense of any action or proceeding, of such copies of shall be immediately due and payable to Lender, with interest thereon from the Preliminary Prospectusdate incurred at the Default Rate, 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 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 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 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.