DISBURSEMENTS OF OUTSIDE LEGAL COUNSEL,
ACCOUNTING, CONSULTING, BROKERAGE OR OTHER SIMILAR PROFESSIONAL FEES OR
EXPENSES, AND ANY REASONABLE FEES AND EXPENSES ASSOCIATED WITH TRAVEL OR OTHER
COSTS RELATING TO ANY APPRAISALS OR EXAMINATIONS CONDUCTED IN CONNECTION WITH
ANY TRANSACTIONS OR ANY PROPOSED PURCHASED ASSETS, AND THE AMOUNT OF SUCH COSTS
AND EXPENSES SHALL, UNTIL PAID, BEAR INTEREST AT THE GREATER OF (X) 5.25% PER
ANNUM IN EXCESS OF THE PRIME RATE IN EFFECT FROM TIME TO TIME OR (Y) 0.50% PER
ANNUM IN EXCESS OF THE FEDERAL FUNDS RATE IN EFFECT FROM TIME TO TIME (OR AT
SUCH GREATER RATE PLUS 6.00%, AT ANY TIME THE POST-DEFAULT RATE IS APPLICABLE TO
ANY TRANSACTION)) (A) OF THE AGENT IN CONNECTION WITH THE DEVELOPMENT,
PREPARATION, EXECUTION AND DELIVERY OF, AND ANY AMENDMENT, SUPPLEMENT OR
MODIFICATION TO, THIS AGREEMENT, ANY OTHER REPURCHASE DOCUMENT OR ANY OTHER
DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH AND THE DOCUMENTS AND
INSTRUMENTS REFERRED TO HEREIN AND THEREIN (INCLUDING, WITHOUT LIMITATION, ALL
REASONABLE FEES, DISBURSEMENTS AND EXPENSES OF CADWALADER, WICKERSHAM & TAFT LLP
AND/OR OTHER COUNSEL INCURRED AS OF THE DATE OF THIS AGREEMENT, WHICH AMOUNT
SHALL BE DEDUCTED FROM THE PURCHASE PRICE PAID FOR THE FIRST TRANSACTION
HEREUNDER) AND (B) OF THE AGENT IN CONNECTION WITH THE ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS AND ANY AMENDMENT, WAIVER OR
CONSENT RELATING
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HERETO OR THERETO AND THE DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN AND
THEREIN; (II) PAY AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ANY
AND ALL PRESENT AND FUTURE STAMP, DOCUMENTARY, ISSUE, SALES AND USE, VALUE
ADDED, PROPERTY AND OTHER SIMILAR TAXES (OTHER THAN TAXES IMPOSED ON NET INCOME)
WITH RESPECT TO THE MATTERS DESCRIBED IN FOREGOING CLAUSE (I) AND HOLD EACH
INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT
TO OR RESULTING FROM ANY DELAY OR OMISSION TO PAY SUCH TAXES; AND
(III) INDEMNIFY EACH INDEMNIFIED PARTY FROM AND HOLD EACH OF THEM HARMLESS
AGAINST ANY AND ALL COSTS INCURRED BY ANY OF THEM AS A RESULT OF, OR ARISING OUT
OF, OR IN ANY WAY RELATED TO, OR BY REASON OF, THE ENTERING INTO AND/OR
PERFORMANCE OF THIS AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT OR THE USE OF THE
PROCEEDS OF ANY TRANSACTION HEREUNDER OR THE CONSUMMATION OF ANY TRANSACTIONS
CONTEMPLATED HEREIN OR IN ANY OTHER REPURCHASE DOCUMENT, INCLUDING, WITHOUT
LIMITATION, (A) THE REASONABLE OUT OF POCKET DUE DILIGENCE, INSPECTION,
APPRAISALS, TESTING AND REVIEW COSTS AND EXPENSES INCURRED BY THE AGENT WITH
RESPECT TO MORTGAGE ASSETS SUBMITTED BY ANY SELLER FOR PURCHASE UNDER THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THOSE ACTUAL OUT OF POCKET COSTS AND
EXPENSES INCURRED BY THE AGENT PURSUANT TO SECTIONS 11.01 THROUGH 11.06 AND
SECTION 13.11, (B) THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL INCURRED IN
CONNECTION THEREWITH AND (C) ANY ENVIRONMENTAL LIABILITIES WITH RESPECT TO ANY
REAL ESTATE OR OTHER ASSETS HELD BY ANY SELLER OR ANY OF ITS AFFILIATES (BUT
EXCLUDING ANY SUCH COSTS TO THE EXTENT INCURRED