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

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

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

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

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

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

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

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

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

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

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

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

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

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

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's (50% of fees up to $30,000 and then 100% thereafter), the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and 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 or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Subject to the percentage that the aggregate Cut-off Date Balance terms and conditions of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund this Section 2, Landlord will provide Tenant with an allowance (the “Cut-off Date Pool BalanceReimbursement Allowance”)) to be applied towards the cost of all costs and expenses constructing the Tenant Work. (A) Landlord’s obligation to reimburse Tenant for Tenant’s construction of the Purchaser in connection with the transactions contemplated herein, including, but not limited toTenant Work shall be: (i) the limited to actual costs and expenses incurred by Tenant in its construction of the Purchaser in connection with the purchase of the Mortgage LoansTenant Work; (ii) limited to an amount up to, but not exceeding, $3.00 multiplied by the costs rentable square footage of the Premises; and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) conditioned upon Landlord’s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the reasonable Tenant Work has been completed and documented setaccepted by Tenant. The cost of (a) all space planning, design, consulting or review services and construction drawings, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises (including any submeters and other above building standard electrical equipment approved by Landlord), (d) required metering, re- circuiting or re-up feeswiring for metering, costs equipment rental, engineering design services, consulting services, studies, construction services, cost of billing and expenses collections, (e) materials and labor, and (f) an asbestos survey of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected Premises if required by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates applicable law. shall all be included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreedthe Tenant Work and may be paid out of the Reimbursement Allowance, to the extent sufficient funds are available for such purpose. Any reimbursement obligation of Landlord under this Work Letter shall be applied solely to the purposes specified above, as allocated, within 180 days after the Effective Date or be forfeited with no further obligation on the part of Landlord. (B) Landlord shall pay the Reimbursement Allowance to Tenant within 45 days following Landlord’s receipt of (i) third-upon procedures letters with respect to such itemsparty invoices for costs incurred by Tenant in constructing the Tenant Work; (vii) evidence that Tenant has paid the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates invoices for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretocosts; and (xiiii) final lien waivers from any contractor or supplier who has constructed or supplied materials for the reasonable fees Tenant Work. If the costs incurred by Tenant in constructing the Tenant Work exceed the Reimbursement Allowance, then Tenant shall pay all such excess costs and expenses Tenant agrees to keep the Premises and the Project free from any liens arising out of special counsel the non-payment of such costs. (C) All installations and improvements now or hereafter placed in the Premises other than building standard improvements shall be for Tenant’s account and at Tenant’s cost. Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto, which cost shall be payable by Tenant to Landlord as additional Rent within 30 days after receipt of an invoice therefor. Tenant’s failure to pay such cost shall constitute an event of default under the PurchaserLease.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s '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 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, DCR 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 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 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 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.

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, Class A-4M Memorandum, Class A-MM 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 Class A-4M Memorandum, the Class A-MM Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate 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) 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 Costs" means: 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 bona fide costs and expenses of any type paid by Landlord or its Affiliates, or reasonably anticipated by Landlord to be payable by Landlord or its Affiliates, for, as a result of or in connection with all or any portion of the Purchaser Premises or any interest therein or any ownership, operation, management, maintenance, repair, restoration, replacement, improvement, leasing (other than the payment of Net Proceeds hereunder), financing, refinancing or Transfer by Landlord thereof (whether or not included as part of Operating Costs, but not including any sale or conveyance to any of Landlord's Control Affiliates), or the establishment and maintenance of Landlord's existence in good standing as an entity, or any rights or Liabilities in connection with any of the foregoing, including, without limitation, costs and expenses for: the acquisition, sale or other disposition of all or any portion of the Premises and any rights appurtenant thereto (including, without limitation, all costs for due diligence, investigations, remedial work, closing costs, escrow and title fees, legal fees, professional fees and commissions); Landlord's Work and all other labor, services and materials supplied to or for the benefit of the Premises (including any additional buildings constructed on the Premises) and/or Tenant under or in connection with this Lease (including, without limitation, costs for designers, architects, engineers, draftsmen, supervision, permits and approvals, development fees (other than those payable to Landlord or its Affiliates which are excluded from Cash Proceeds as set forth in Section 1 above), fees, profit and savings payable to construction managers, contractors and subcontractors, and all other reasonably related "hard" and "soft" costs); financing, refinancing and encumbrance of the Premises or any interest therein (including, without limitation, payment of all principal, interest, fees, commissions, appraisals, escrow and title fees, other closing costs, interest rate xxxxxx, "caps" or "floors," and other costs in connection therewith and other amounts owed under any of the loan documents); the repayment of all bona fide capital contributions, loans or advances made by Landlord or its partners or their respective Affiliates (including, without limitation, the repayment of such amounts and commercially reasonable interest on such loans and a commercially reasonable rate of return on such contributions or advances, which in any case will be at least equal to the Bank of Boston's (or its successor's) prime rate plus one percent (1%), or the maximum rate permitted by law, whichever is less, and commercially reasonable closing costs, commissions and/or loan fees or similar fees in order to obtain such loans, contributions or advances); the payment and performance of all of Landlord's Liabilities and the exercise of Landlord's rights under or in connection with this Lease or the Premises or agreements in connection therewith (including, without limitation, costs for Taxes, Operating Costs, amounts in connection with Hazardous Substances and environmental protection, compliance will all Laws, indemnity and defense costs, and other costs in connection therewith and other amounts owed under any of the loan documents); attorneys' fees and other costs in connection with the transactions contemplated hereindefense or prosection of any litigation, includingproceedings, but not limited to: (i) claims or counterclaims or as otherwise deemed necessary by Landlord; the costs payment and expenses performance of the Purchaser all of Landlord's liabilities under or in connection with Tenant's existing leases at the purchase Tower of Northwoods in Danvers, Massachusetts, judgments, claims, awards or settlements, whether due to the fault of Landlord or its partners or otherwise; an amount per calendar year equal to forty percent (40%) of an amount (the "Tax Payments") equal to: Landlord's taxable income (if any) in the prior calendar year (other than the taxable income resulting solely from the sale or the conveyance of the Mortgage LoansPremises) less the amounts paid to Landlord for that prior calendar year pursuant to this Subclause of this Section 2, and if in any year the Tax Payments are not fully paid, then the unpaid Tax Payments shall cumulate and be paid as Costs as soon as there are sufficient Cash Proceeds; the preparation of Landlord's annual audited financial statements and any other information to be provided by Landlord under this Lease (ii) the costs and expenses including audits of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducingNet Proceeds) and delivering the Certificatestax returns; (iii) the reasonable and documented set-up corporate or partnership license fees, costs filing fees, business and expenses of the Trusteefranchise taxes and fees, the Certificate Administrator and their respective counselsimilar charges; (iv) the fees and disbursements of a firm of certified public accountants selected reserves deemed reasonably necessary 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 Landlord in connection with any determination of the eligibility foregoing. Unless otherwise specifically agreed and set forth in this Lease (e.g., with respect to the interest rate on loans or the return on capital, or with respect to management fees or fees in lieu thereof, or budgeted development fees), amounts payable as Costs by Landlord to any of its Affiliates for services rendered shall not exceed the prevailing rates that would be payable to unaffiliated third parties in an arms-length transaction. Costs do not include any of the Certificates for investment above amounts which are directly paid 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 (Tenant 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 which are funded 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 Purchaserinsurance.

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedand the Pooling and Servicing Agreement, the Mortgage Loan Seller will shall promptly pay its pro rata share or cause the Servicer to pay (or shall promptly reimburse the Mortgage Loan Seller’s pro rata portion to be determined according Depositor to the percentage extent that the aggregate Cut-off Date Balance Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of all the Mortgage Loans represents transaction counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx; (b) the initial (but not ongoing) fees of Standard & Poor's Ratings Services and Xxxxx'x Investors Service, Inc.; (c) any of the fees of the Trustee as provided in the letter from the Trustee to the aggregate Cut-off Date Balance Depositor and the Servicer dated as of all December 4, 1995 to the mortgage loans extent such fees are not paid pursuant to Section 6.5 of the Trust Fund (Pooling and Servicing Agreement, the “Cut-off Date Pool Balance”)) fees and disbursements of all costs the Trustee's counsel, if any, the fees and expenses of the Purchaser institution (which may, but need not, be the Servicer or the Trustee) selected as calculating agent and the fees of the Trustee for custodial acceptance and loan deposit; (d) expenses incurred in connection with printing the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Certificates; (e) fees and expenses relating to the filing of documents with the Securities and Exchange Commission (including, without limitation, periodic reports under the Exchange Act and registration fees for the issuance of the Certificates); (f) [Reserved]; (g) all of the initial 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 Files; and (h) (without duplication to clause (c) hereof) the Trustee's fees and expenses, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.2(a)(v) of the Pooling and Servicing Agreement. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the Depositor shall not pay any of the Trustee's fees and expenses 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 by the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Subject to the percentage that the aggregate Cut-off Date Balance terms and conditions of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund this Xxxxxxxxx 0, Xxxxxxxx will provide Tenant with an allowance (the “Cut-off Date Pool BalanceReimbursement Allowance”)) to be applied towards the cost of all costs and expenses constructing the Tenant Work. (A) Landlord’s obligation to reimburse Tenant for Tenant’s construction of the Purchaser in connection with the transactions contemplated herein, including, but not limited toTenant Work shall be: (i) the limited to actual costs and expenses incurred by Tenant in its construction of the Purchaser in connection with the purchase of the Mortgage LoansTenant Work; (ii) limited to an amount up to, but not exceeding, $20.00 multiplied by the costs Rentable Square Footage of the Premises; and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) conditioned upon Landlord’s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the reasonable Tenant Work has been completed and documented set-up accepted by Tenant. The cost of (a) all space planning, design, consulting or review services, construction drawings and permit fees, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises (including any submeters and other above building standard electrical equipment approved by Landlord), (d) required metering, re-circuiting or re-wiring for metering, equipment rental, engineering design services, consulting services, studies, construction services, cost of billing and collections, (e) materials and labor, including costs incurred for purchasing and expenses installing Cable, and (f) an asbestos survey of the TrusteePremises if required by applicable Law, shall all be included in the Certificate Administrator cost of the Tenant Work and their respective counselmay be paid out of the Reimbursement Allowance, to the extent sufficient funds are available for such purpose. Any reimbursement obligation of Landlord under this Work Letter shall be applied solely to the purposes specified above, as allocated, within 180 days after the Effective Date or be forfeited with no further obligation on the part of Landlord. (B) Landlord shall pay the Reimbursement Allowance to Tenant within thirty-one (31) days following Landlord’s receipt of (i) third-party invoices for costs incurred by Tenant in constructing the Tenant Work; (ivii) evidence that Tenant has paid the fees invoices for such costs; and disbursements (iii) conditional and unconditional lien waivers, as applicable and reasonably approved by Landlord, from any contractor or supplier who has constructed or supplied materials for the Tenant Work. Tenant may make up to 2 requests for payment of a firm all or any portion of certified public accountants selected by the Purchaser Reimbursement Allowance as the Tenant Work progresses provided that Landlord shall not be required to make any payments unless and until all of the Mortgage Loan Seller conditions contained in this Paragraph 2 are satisfied with respect to numerical information in respect the portion of the Mortgage Loans Tenant Work to which the request relates. If the costs incurred by Tenant in constructing the Tenant Work exceed the Reimbursement Allowance, then Tenant shall pay all such excess costs and Tenant agrees to keep the Premises and the Certificates included Property free from any liens arising out of the non-payment of such costs. (C) All installations and improvements now or hereafter placed in the Preliminary ProspectusPremises other than building standard improvements (“Above Building Standard Improvements”) shall be for Tenant’s account and at Tenant’s cost. Tenant shall pay ad valorem taxes and increased insurance on or attributable to Above Building Standard Improvements, which cost shall be payable by Tenant to Landlord as additional Rent within 30 days after receipt of an invoice therefor. Tenant’s failure to pay such cost shall constitute an event of default under the Preliminary Private 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 PurchaserLease.

Costs. Whether or not this Agreement is terminatedNotwithstanding any other provision herein, each of the Mortgage Loan Seller will pay parties hereto shall be responsible for its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according own costs and expenses incurred with respect 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 transactions contemplated herein (the “Cut-off Date Pool BalanceTransaction Expenses”)) of including, without limitation, all costs and expenses incurred prior to the date of this Agreement and all legal and accounting fees and disbursements relating to preparing the documents contemplated herein, calling and holding shareholder meetings, the application to the Exchange for the listing of the Purchaser Post-Consolidated Acquiror Shares, the application to the NEX board of the TSXV for the delisting of Acquiror Shares and preparing all other documentation and filings in connection with the Proposed Transaction, or otherwise relating to the transactions contemplated herein, including, but not limited to: (i) . The parties agree that the costs and expenses Transaction Expenses of the Purchaser Acquiror shall not exceed $100,000. The parties agree that the Transaction Expenses shall not include any filing fees to the Exchange or TSXV in connection with the purchase Proposed Transaction, or any costs incurred by the Acquiror in the normal course of the Mortgage Loans; (ii) the costs its operations as a public company, including listing fees, transfer agent fees, normal course audit fees 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)incurred for normal course filings, including dissemination of news releases. The parties agree that the cost Acquiror and its counsel shall be primarily responsible for preparation of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs all documentation and expenses filings in connection with the qualification or exemption Proposed Transaction, other than this Agreement and including, without limitation, all shareholder meetings (other than as may be required by DeFi) and the application to the Exchange for the listing of Post-Consolidated Acquiror Shares following completion of the Certificates under state securities or blue sky lawsProposed Transaction, including filing fees while DeFi and reasonable fees its counsel shall perform a review function and disbursements of counsel diligently cooperate and assist 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 surveysuch documentation and required filings, including reasonable fees with primary responsibility for the completion of disclosure materials with respect to DeFi and disbursements this Agreement; however, each party shall permit the other party and its counsel to review the preparation of counsel in connection therewith; (vii) the costs and expenses in connection with printing (all documentation to be sent to shareholders of such party 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 used in connection with the filing of its Registration Statement allocable to the issuance approval of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed Proposed Transaction and related matters by the parties hereto; shareholders of such party, the Exchange and (xi) the reasonable fees and expenses of special counsel to the PurchaserTSXV.

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

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

Costs. Whether or not Unless otherwise stated, the Chair must comply with all obligations of the Chair under this Agreement is terminated, at the Mortgage Loan Seller will Chair's cost. The Parties must pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all their own legal and other costs and expenses of the Purchaser in connection with the transactions contemplated hereinpreparation and signing of this Agreement. If the Chair has entered into this Agreement in the capacity of a trustee, including, but whether or not limited to: (i) the costs and expenses Agency has notice of the Purchaser trust, the Chair: is taken to enter into this Agreement both as trustee and in connection with their personal capacity and acknowledges that the purchase Chair is personally liable for the performance of the Mortgage LoansChair's obligations under this Agreement; (ii) will take any action necessary to ensure that 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 assets of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected trust are available to satisfy any claim by the Purchaser Agency for any default by the Chair; and warrants that: the Mortgage Loan Seller with respect Chair has a right to numerical information be fully indemnified out of the assets of the trust in respect of obligations incurred under this Agreement; the Mortgage Loans assets of the trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Chair has a right to be indemnified out of those assets; and the Certificates included Chair has the power and authority under the terms of the trust to enter into this Agreement. Name: [##] Attention: [##] Address: [##] Email: [##] Name: [##] (ABN[##]) Attention: [##] Address: [##] Email: [##] Specified Personnel (if applicable): [##] Scope of Services: Performance of the role of Internal Audit Committee Chair as outlined in the Preliminary ProspectusCharter and contemplated in the Treasurer's Instruction, including: chairing the Preliminary Private Placement MemorandumAudit Committee meetings every second month; preparation for Audit Committee meetings, including meetings/discussions with the Prospectus Agency's Internal Audit Manager as necessary; briefing the Accountable Authority and other members of the Private Placement Memorandum or Agency's executive as required; any other marketing materials or structural and collateral term sheets (or any similar item), including task incidental to 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 performance of the Certificates Chair's obligations 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 directed by the Purchaser in connection with Agency. Deliverables: Item Timing [##] [##] [## years] commencing on [##date] [## years] Fees: [## Specify hourly rate and any maximum hours for certain tasks, or refer to an annexure if a detailed fee proposal is agreed] [##] [## eg Directors and Officers Liability Insurance] [##Term] Signed by 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 [## Accountable Authority/Delegate] ) [## Agency] ) in the amount agreed presence of: ) _______________________________ ) [##Name of Accountable Authority/delegate] Witness Signature Witness Name Witness Address Witness Occupation Signed by ) [## (ABN)] ) _______________________________ in the parties hereto; and (xipresence of: ) the reasonable fees and expenses of special counsel to the Purchaser.Witness Signature Witness Name Witness Address

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 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 a) Subject to the percentage that the aggregate Cut-off Date Balance terms and conditions of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Section 7(c) of this Amendment, Tenant shall pay all costs and expenses (collectively, the "Work Costs") associated with the New Space Initial Alterations, when and as incurred. Said Work Costs shall include, without limitation, all costs for permits, approvals, authorizations, licenses, inspections, space planners, contractors, architects, engineers, utility connections, labor, materials, bonds, certificates of occupancy, insurance, taxes and any structural or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any mechanical, electrical, plumbing or other systems and equipment required as a result of the Purchaser in connection with the transactions contemplated hereinlayout, including, but not limited to: (i) the costs and expenses design or construction of the Purchaser New Space Initial Alterations. Provided Tenant fully complies with its obligations under the Lease (including this Exhibit "B-1"), Landlord shall contribute the Tenant Fund, totaling up to $332,808.00 towards the Work Costs. Said Tenant Fund shall be disbursed as described subparagraph 2(b) of this Exhibit "B-1". (b) Landlord and Tenant shall stipulate in connection with writing to an estimated budget for the purchase Work Costs (which budget shall reflect commercially reasonable pricing given the nature, scope and scheduling of the Mortgage Loans; work involved) before or reasonably promptly after the Plan Submission Date. During the course of construction, subject to commercially reasonable disbursement requirements established by Landlord (iiand consistent with commercial construction disbursement practices), Landlord shall disburse appropriate progress payments, out of said Tenant Fund, against said Work Costs. To the extent any Work Costs exceed the Tenant Fund (including any Work Costs for any Change Orders (as hereinafter defined) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing or any Extra Work (as hereinafter defined)), Tenant shall pay Landlord (or otherwise reproducingat Landlord's direction, the appropriate contractors or subcontractors) for same against invoices (which invoices shall be supported by commercially reasonable documentation) for such work submitted to Tenant (no more frequently than monthly) during the course of construction. The amount due under such invoices shall be due and delivering payable as Additional Rent within twenty (20) days after Tenant's receipt of same. (c) Except for the Certificates; (iii) Tenant Fund, Landlord shall have no liability whatsoever for the reasonable and documented set-up fees, payment of any costs and or expenses associated with Tenant's Plans or the construction of the TrusteeNew Space Initial Alterations, 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.Tenant being fully responsible therefor,

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

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will 16.1 The Tenant 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 of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser Landlord including any solicitors’ or other professionals’ costs and expenses (incurred both during and after the end of the term) in connection with the purchase or in contemplation of any of the Mortgage Loans; following: (iia) the costs enforcement of the tenant covenants of this lease; (b) serving any notice in connection with this lease under section 146 or 147 of the Law of Property Xxx 0000 or taking any proceedings under either of those sections, notwithstanding that forfeiture is avoided otherwise than by relief granted by the court; (c) serving any notice in connection with this lease under section 17 of the Landlord and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing Tenant (or otherwise reproducingCovenants) and delivering the Certificates; Xxx 0000; (iiid) the reasonable preparation and documented set-up feesservice of a schedule of dilapidations in connection with this lease and the costs incurred in connection with any subsequent negotiations ancillary thereto; (e) any consent or approval applied for under this lease, costs and expenses whether or not it is granted (unless the consent or approval is unreasonably withheld by the Landlord in circumstances where the Landlord is not unreasonably to withhold it); (f) the recovery of vacant possession of any part or the whole of the Trustee, Property from any subtenant licensee service occupier or other occupier deriving right to occupy through the Certificate Administrator and their respective counsel; Tenant after the expiry or earlier determination of the term; (ivg) the fees and disbursements annual cost of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information Premises Licence in respect of the Mortgage Loans Property; (h) [the Landlord’s costs in respect of the preparation of this Lease which shall be fixed at [£INSERT FIGURE] 16.2 Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors’ or other professionals’ costs and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum expenses (whether under this or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost clause of obtaining any agreed-upon procedures letters with respect this lease) that obligation extends to such items; (v) the those costs and expenses in connection with assessed on a full indemnity basis. 16.3 On each occasion that any payment made by the qualification Tenant is bounced, rejected, returned 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 Prospectusnot honoured, the Preliminary Private Placement Memorandum, Tenant shall pay the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets Landlord a fee of eighty pounds (or any similar item£80) 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 Purchaserplus VAT.

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

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

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

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Capital Corporation 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.