In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: EXHIBIT 10.3

Yield Maintenance Agreement

[LOGO UBS]

Date:               27 April 2006

To:                 Wells Fargo Bank, N.A., not individually, but solely as                     Master Servicer on behalf of Wells Fargo Mortgage Backed                     Securities 2006-6 Trust (Counterparty)

Attention:          Swaps Administration

From:               UBS AG, London Branch (UBS AG)

Subject:            Interest Rate Cap Transaction                     UBS AG Ref: 37346733

Dear Sirs

The purpose of this communication is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below. This Confirmation constitutes a Confirmation as referred to in the Master Agreement or Agreement specified below.

The definitions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between any of the definitions listed above and this Confirmation, this Confirmation will govern.

If you and we are parties to a master agreement that governs transactions of this type (whether in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border)(the ISDA Form) or any other form (a Master Agreement), then this Confirmation will supplement, form a part of, and be subject to that Master Agreement. If you and we are not parties to such a Master Agreement, then you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Form, with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form a part of and be subject to and governed by that agreement, except as expressly modified below. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a Confirmation) confirming transactions (each a Transaction) entered into between us (notwithstanding anything to the contrary in a confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any Schedule except for the election of the laws of New York as the Governing Law and U.S. Dollars as the Termination Currency) on the Trade Date of the first Transaction between us (hereinafter the Agreement). In the event of any inconsistency between the provisions of any such Agreement and this Confirmation, this Confirmation will prevail for the purposes of this Transaction.

The terms of the particular Swap Transaction to which this Confirmation relates are as follows:

General Terms

Trade Date:                       27 April 2006

Effective Date                    01 April 2006

Termination Date:                  1 April 2009

Calculation Amount:               The lesser of (a) USD 20,000,000.00 and (b)                                   the aggregate Principal Balance (as defined                                   in the Pooling and Servicing Agreement) of the                                   Class I-A-22 Certificates as of the last day                                   of the relevant Calculation Period.

Seller of the Cap:                UBS AG

Buyer of the Cap:                 Counterparty

Calculation Agent:                UBS AG

Business Days:                    New York

Broker:                           None

Fixed Amounts

Fixed Rate Payer:                Counterparty

Fixed Amount:                    USD[              ]

Fixed Rate Payer Payment Date:   27 April 2006

Business Day Convention:         Not Applicable

Floating Amounts





Floating Rate Payer:             UBS AG

Cap Rate:                        5.0 percent per annum

Floating Amount:                 To be determined in accordance with the                                  following formula:                                  Greater of                                  (1)Calculation  Amount *  Floating  Rate Day                                  Count Fraction * (Floating Rate Option - Cap                                  Rate) and (2) 0

Floating Rate Option:            USD-LIBOR-BBA

Designated Maturity:             One Month

Spread:                          None

Floating Rate Day Count          30/360 Fraction:

Floating Rate Payer Period       01 January,  01 February,  01 March,  01 April, End  Dates:                      01 May, 01 June, 01 July, 01 August, 01                                  September,  01 October, 01 November and 01                                  December, in each year, from and including 01                                  May 2006, up to and including the Termination                                  Date, subject to adjustment in accordance with                                  the Business DayConvention specified                                  immediately below, and thereshall be No                                  Adjustment to the Period End Dates.

Floating Rate Payer Payment      Delayed  Payment shall be applicable.  The Dates:                           FloatingRate  Payer  Payment  Dates  shall be                                  two  Business Days prior to 25 January, 25                                  February, 25 March, 25 April, 25 May, 25 June,                                  25 July, 25 August, 25 September, 25 October,                                  25 November and 25 December, in each year, from                                  and including 25 May 2006, up to and including                                  25 April 2009, notwithstanding the specified &bbsp;                                Termination Date, subject to adjustment in                                  accordance with the Business Day Convention                                  specified immediately below.

Reset Dates:                     First day of each Calculation Period.

Business Day Convention:         Modified Following

Additional Provisions

(i)     Specified Transaction shall have the meaning specified in Section 14         of the ISDA Form.

(ii)    The Breach of Agreement provisions of Section 5(a)(ii) of the ISDA         Form will be applicable to UBS AG and inapplicable to the Counterparty.

(iii)   The Credit Support Default provisions of Section 5(a)(iii) of the ISDA         Form will be inapplicable to UBS AG and the Counterparty.

(iv)    The Misrepresentation provisions of Section 5(a)(iv) of the ISDA Form         will be inapplicable to UBS AG and the Counterparty.

(v)     The Default Under Specified Transaction provisions of Section 5(a)(v)         of the ISDA Form will be inapplicable to UBS AG and the Counterparty.

(vi)    The Cross Default provisions of Section 5(a)(vi) of the ISDA Form will         be inapplicable to UBS AG and the Counterparty.

(vii)   The Credit Event Upon Merger provisions of Section 5(b)(iv) of the         ISDA Form will be inapplicable to UBS AG and the Counterparty.

(viii)  The Automatic Early Termination provision of Section 6(a) of the ISDA         Form will be inapplicable to UBS AG and the Counterparty.

(ix)    Severability. If any term, provision, covenant, or condition of this         Agreement, or the application thereof to any party or circumstance,         shall be held to be invalid or unenforceable (in whole or in part) for         any reason, the remaining terms, provisions, covenants, and conditions         hereof shall continue in full force and effect as if this Agreement had         been executed with the invalid or unenforceable portion eliminated, so         long as this Agreement as so modified continues to express, without         material change, the original intentions of the parties as to the         subject matter of this Agreement and the deletion of such portion of         this Agreement will not substantially impair the respective benefits or         expectations of the parties; provided, however, that this severability         provision will not be applicable if any provision of Section 2, 5, 6 or         13 (or any definition or provision in Section 14 to the extent it         relates to, or is used in or in connection with, such section) is held         to be invalid or unenforceable, provided, further, that the parties         agree to first use reasonable efforts to amend the affected provisions         of Section 2, 5, 6 or 13 (or any definition or provision in Section 14         to the extent it relates to, or is used in or in connection with, such         section) so as to preserve the original intention of the parties.

The parties shall endeavor to engage in good faith negotiations to         replace any invalid or unenforceable term, provision, covenant or         condition with a valid or enforceable term, provision, covenant or         condition, the economic effect of which comes as close as possible to





that of the invalid or unenforceable term, provision, covenant or         condition.

(x)     Consent to Recording. Each party hereto consents to the monitoring or         recording, at any time and from time to time, by the other party of any         and all communications between officers or employees of the parties,         waives any further notice of such monitoring or recording, and agrees to         notify its officers and employees of such monitoring or recording.

(xi)    Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO         TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT,         ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION.         EACH PARTY ALSO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT         TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT.

(xii) Fully Paid Transaction. Notwithstanding the terms of Sections 5 and             6 of the Agreement, if Counterparty has satisfied all of its payment             obligations under Section 2(a)(i) of the Agreement with respect to             this Transaction, and unless UBS AG is required to return (whether             pursuant to an order of a court with due authority to cause UBS AG             to be required to return any such payment to Counterparty (or any             duly authorized representative thereof) or whether otherwise             pursuant to appropriate proceedings to return to Counterparty (or             any duly authorized representative thereof)) or UBS AG otherwise             returns to Counterparty (or any duly authorized representative             thereof) upon demand of Counterparty (or any duly authorized             representative thereof) any portion of such payment, then: (a) the             occurrence of an event described in Section 5(a) of the Agreement             with respect to Counterparty shall not constitute an Event of             Default or Potential Event of Default with respect to Counterparty             as the Defaulting Party in respect of this Transaction and (b) UBS             AG shall be entitled to designate an Early Termination Date pursuant             to Section 6 of the Agreement in respect of this Transaction only as             a result of a Termination Event set forth in either Section 5(b)(i)             or Section 5(b)(ii) of the Agreement with respect to UBS AG as the             Affected Party or Section 5(b)(iii) of the Agreement with respect to             UBS AG as the Burdened Party. For purposes of the Transaction to             which this Confirmation relates, Counterparty's only obligation             under Section 2(a)(i) of the Agreement is to pay the Fixed Amount on             the Fixed Rate Payer Payment Date, each as defined in this             Confirmation.

(xiii)  Governing Law. The parties to this Agreement hereby agree that the law         of the State of New York shall govern their rights and duties in whole         without regard to the conflict of law provisions thereof (other than New         York General Obligations Law Sections 5-1401 and 5-1402).

(xiv)   Non-Recourse. Notwithstanding any provision herein or in the ISDA Form         to the contrary, the obligations of Counterparty hereunder are limited         recourse obligations of Counterparty, payable solely from the Trust         Estate (as defined in the Pooling and Servicing Agreement) and the         proceeds thereof to satisfy Counterparty's obligations hereunder. In the         event that the Trust Estate and proceeds thereof should be insufficient         to satisfy all claims outstanding and following the realization of the         Trust Estate and the distribution of the proceeds thereof in accordance         with the Pooling and Servicing Agreement, any claims against or         obligations of Counterparty under the ISDA Form or any other         confirmation thereunder, still outstanding shall be extinguished and         thereafter not revive.

(xv)    Set-Off. Notwithstanding any provision of this Agreement or any other         existing or future agreement, each party irrevocably waives any and all         rights it may have to set off, net, recoup or otherwise withhold or         suspend or condition payment or performance of any obligation between it         and the other party hereunder against any obligation between it and the         other party under any other agreements. The provisions for Set-off set         forth in Section 6(e) of the Agreement shall not apply for purposes of         this Transaction; provided, however, that upon the designation of any         Early Termination Date, in addition to, and not in limitation of any         other right or remedy under applicable law, UBS AG may, by notice to         Counterparty require Counterparty to set off any sum or obligation that         UBS AG owed to Counterparty against any collateral currently held by         Counterparty that UBS AG has posted to Counterparty, and Counterparty         shall effect such setoff promptly, if and to the extent permitted to do         so under applicable law, provided that Counterparty's exercise of this         setoff is not stayed or otherwise delayed by order of any court,         regulatory authority or other governmental agency or any receiver other         person appointed in respect of UBS AG or any of its property.

(xvi)   Proceedings. UBS AG covenants and agrees that it will not institute         against or join any other person in instituting against the Counterparty         any bankruptcy, reorganization, arrangement, insolvency, winding up or         liquidation proceedings, or other proceedings under any United States         federal or state law, or other bankruptcy, insolvency, liquidation, or         similar law, in connection with any obligations relating to this         Transaction or otherwise prior to the date that is one year and one day         or, if longer, the applicable preference period after all the         Certificates (as defined below) have been paid in full; provided, that         this paragraph shall not restrict or prohibit UBS AG, after the filing         of any proceeding filed independently of UBS AG, from joining any other         person, including without limitation the Master Servicer, in any         bankruptcy, reorganization, arrangement, insolvency, moratorium,         liquidation or other analogous proceedings relating to Counterparty         under any bankruptcy or similar law.





(xvii)  The ISDA Form is hereby amended as follows: for the purposes of this         Transaction, the word third shall be replaced by he word first in         the third line of Section 5(a)(i) of the ISDA Form; provided, however,         that notwithstanding the foregoing, an Event of Default shall not occur         under either if, as demonstrated to the reasonable satisfaction of the         other party, (a) the failure to pay or deliver is caused by an error or         omission of an administrative or operational nature; and (b) funds or         the relevant instrument were available to such party to enable it to         make the relevant payment or delivery when due; and (c) such relevant         payment is made within the earlier of (a) three Business Days following         receipt of written notice from an the other party of such failure to pay         or (b) 12:00 p.m. Eastern Standard Time on the Distribution Date (as         defined in the Pooling and Servicing Agreement) immediately following         the failure to pay.

(xviii) Multibranch Party. For the purpose of Section 10(c) of the Agreement:

(i)     UBS AG is a Multibranch Party and may act through its branches                 in any of the following territories or countries: England and                 Wales, France, Hong Kong, United States of America, Singapore,                 Sweden and Switzerland.

(ii)    Counterparty is not a Multibranch Party.

(xix)   Offices. Section 10(a) of the ISDA Form shall apply with respect to UBS         AG.

(xx)    Payments on Early Termination. For the purpose of Section 6(e) of this         Agreement:

(i)     Market Quotation will apply.         (ii)    The Second Method will apply.

(xxi)   Event of Default relating to Bankruptcy. Clause (2) of Section 5(a)(vii)         shall not apply to Counterparty.

(xxii)  Affiliate will have the meaning specified in Section 14 of the ISDA         Form Master Agreement, provided that the Counterparty shall be deemed to         not have any Affiliates for purposes of this Agreement, including for         purposes of Section 6(b)(ii).

(xxiii) Compliance with Regulation AB.

(i) UBS AG agrees and acknowledges that Wells Fargo Asset Securities Corporation (the Depositor) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the Exchange Act) (Regulation AB), to disclose certain financial information regarding UBS AG, depending on the aggregate Significance Percentage (as defined in Item 1115 of Regulation AB) of all Transactions under this Agreement, together with any other transactions that fall within the meaning of derivative contracts for the purposes of Item 1115 of Regulation AB between UBS AG and Counterparty, as calculated from time to time in accordance with the Calculation Methodology (as defined below).

(ii) It shall be a swap disclosure event (Swap Disclosure Event) if, on any Business Day after the date hereof, the Depositor notifies UBS AG the Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (based on a reasonable determination by the Depositor, in good faith and using the Calculation Methodology, of such Significance Percentage).

(iii) Upon the occurrence of a Swap Disclosure Event, UBS AG, at its own expense, shall (a) provide to the Depositor the applicable Swap Financial Disclosure (as defined below), (b) secure another entity to replace UBS AG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (or which satisfies the Rating Agency Condition) and which entity is able to provide the appropriate Swap Financial Disclosure or (c) obtain a guaranty of UBS AG's obligations under this Agreement from an affiliate of UBS AG that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to the Swap Provider, cause such affiliate to provide Swap Financial Disclosure and cause such affiliate to provide indemnity for the Swap Financial Disclosure that is reasonably acceptable to the Depositor. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act.

(iv) UBS AG agrees that, in the event that UBS AG provides Swap Financial Disclosure to the Depositor in accordance with paragraph (iii)(a) above, or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with paragraph (iii)(c) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities (any Damage) caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of the Depositor or any other party (other than UBS AG or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this Agreement or to make any





filing as and when required under Regulation AB.

(v) In the event that UBS AG provides the information referred to above, such information shall be provided not later than five (5) business days prior to the date in which the Master Servicer is required to file a Form 10-D for such Distribution Date.

For the purposes hereof:

Calculation Methodology means such method for determining maximum probable exposure of a derivative contract as reasonably determined by the Depositor.

Swap Financial Disclosure means the financial information specified in Item   1115 of Regulation AB relating to the applicable Significance Percentage and   any necessary auditors consents relating to such financial information.

Additional Termination Events:

The following Additional Termination Events will apply to UBS AG:

1. Ratings Event. If a Ratings Event (as defined below) has occurred and UBS AG has not complied with the requirements set forth in the succeeding paragraph within the 30 day time period specified therein, then an Additional Termination Event shall have occurred with respect to UBS AG and UBS AG shall be the sole Affected Party with respect to such an Additional Termination Event.

Rating Agency Downgrade:

If a Ratings Event occurs with respect to UBS AG, then UBS AG shall, at       its own expense, (i) assign this Transaction hereunder to a third party       within thirty (30) days of such Ratings Event that meets or exceeds, or as       to which any applicable credit support provider meets or exceeds, the       Approved Rating Threshold (as defined below) on terms substantially       similar to this Confirmation or (ii) deliver collateral acceptable in a       form and amount acceptable to Fitch Ratings (Fitch) and Moody's       Investors Service Inc. (Moody's) within thirty (30) days of such Ratings       Event and subject to written confirmation from Fitch and Moody's that       delivery of such collateral in the context of such downgrade will not       result in a withdrawal, qualification or downgrade of the then current       ratings assigned to the Certificates. For the avoidance of doubt, a       downgrade of the rating on Wells Fargo Mortgage Backed Securities 2006-6       Trust, Mortgage Pass-Through Certificates, Series 2006-6, Class I-A-22       (the Certificates) could occur in the event that UBS AG does not post       sufficient collateral.

For purposes of this Transaction, a Ratings Event shall occur with       respect to UBS AG if its long term unsecured debt rating (the Long Term       Rating) ceases to be rated at least A1 by Moody's Investors Service,       Inc. or at least A+ by Fitch Ratings (such ratings being referred to as       the Approved Ratings Threshold), (unless, within 30 days after such       withdrawal or downgrade Fitch and Moody's have reconfirmed the rating of       the Certificates which were in effect immediately prior to such withdrawal       or downgrade).

2. Swap Disclosure Event. If upon the occurrence of a Swap Disclosure Event (as defined in paragraph (xxiii) above), UBS AG has not, within 5 business days after such Swap Disclosure Event complied with any of the provisions set forth in paragraph (xxiii) above, then an Additional Termination Event shall have occurred with respect to UBS AG with UBS AG as the sole Affected Party with respect to such Additional Termination Event.

Transfer, Amendment and Assignment:

No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than the pledge of this Transaction to the Master Servicer pursuant to the Pooling and Servicing Agreement) shall be permitted by either party unless Moody's and Fitch have been provided notice of the same and confirm in writing (including by facsimile transmission) that they will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Certificates; provided however that except with respect to a transfer at the direction of UBS, nothing in this provision shall impose any obligation on UBS to give notice to any rating agency.

Permitted Security Interest:

For purposes of Section 7 of the Agreement, UBS AG hereby consents to the Permitted Security Interest.

Permitted Security Interest means the collateral assignment by the Counterparty of the Cap Collateral to the Master Servicer pursuant to the Pooling and Servicing Agreement, and the granting to the Master Servicer of a security interest in the Cap Collateral pursuant to the Pooling and Servicing Agreement.

Cap Collateral means all right, title and interest of the Counterparty in this Agreement, each Transaction hereunder, and all present and future amounts payable by UBS AG to the Counterparty under or in connection with the Agreement or any Transaction governed by the Agreement, whether or not evidenced by a Confirmation, including, without limitation, any transfer or termination of any such Transaction.

Payer Tax Representations

For the purposes of Section 3(e) of the Master Agreement, UBS AG will make the





following representation and Counterparty will not make the following representation: it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the Master Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Master Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

Payee Tax Representations

For the purpose of Section 3(f) of the ISDA Form, UBS AG makes the following representation:

It is a non-U.S. branch of a foreign person as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the Regulations) for United States federal income tax purposes.

For the purpose of Section 3(f) of the ISDA Form, the Counterparty makes the following representations:

1.    The Counterparty is a New York common law trust and is regarded as a          Real Estate Mortgage Investment Conduit for federal income tax          purposes.

2.    It is a U.S. person (as that term is used in section          1.1441-4(a)(3)(ii) of the United States Treasury Regulations for United          States federal income tax purposes.

Agreement to Deliver Documents

For purposes of Section 4(a)(i) and (ii) of the ISDA Form, the parties agree to deliver the following documents as applicable.

Party required       Form/Document/            Date by which to deliver           Certificate               to be delivered document

UBS AG and           Any form or document      Promptly upon Counterparty         required or reasonably    reasonable                      requested to allow the    demand by the                      other party to make       other party.                      payments without any                      deduction or                      withholding for or on                      account of any Tax, or                      with such deduction or                      withholding at a                      reduced rate. Counterparty         One duly executed and     Promptly upon                      completed U.S. Internal   reasonable                      Revenue Service Form      demand by the                      W-9 (or successor         other party                      thereto)

Party required to  Form/Document/             Date by which to  Covered by Section deliver document   Certificate                be delivered      3(d) Representation                                                         UBS AG             Any documents required     Upon the          Yes                    by the receiving party     execution and                    to evidence the            delivery of                    authority of the           this Agreement                    delivering party for it    and such                    to execute and deliver     Confirmation                    this Confirmation and to                    evidence the authority                    of the delivering party                    to perform its                    obligations under this                    Agreement or the                    Transaction governed by                    this Confirmation

UBS AG             A certificate of an        Upon the          Yes                    authorized officer of the  execution and                    party, as to the           delivery of                    incumbency and authority   this                    of the respective          Confirmation                    officers of the party                    signing this Confirmation

UBS AG             Opinion of Counsel for     No later than     No                    UBS AG                     15 days after





closing

Relationship Between Parties Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (in the absence of a written agreement between the parties which expressly imposes affirmative obligations to the contrary for this Transaction):

(a) Non-Reliance. Each party is acting for its own account, and has made its own independent decisions to enter into this Transaction and this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each party is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanation relating to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.

(b) Assessment and Understanding. Each party is capable of assessing the merits of and understands (on its own behalf or through independent professional advice), and accepts, the terms, conditions and risks of this Transaction. Each party is also capable of assuming and assumes, the risks of this Transaction.

(c) Status of the Parties. Neither party is acting as a fiduciary for or as an adviser to the other in respect of this Transaction.

(d) Eligible Contract Participant. Each party constitutes an eligible contract participant as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.

Master Servicer Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Master Servicer (i) this Confirmation is executed and delivered by Wells Fargo Bank, N.A., not in its individual capacity, but solely as Master Servicer with respect to Wells Fargo Mortgage Backed Securities 2006-6 Trust (the Trust) under the Pooling and Servicing Agreement, dated as of April 27, 2006 (the Pooling and Servicing Agreement) in the exercise of the powers and authority conferred upon and vested in it thereunder and pursuant to instruction set forth therein, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wells Fargo Bank, N.A., but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as imposing any liability on Wells Fargo Bank, N.A. individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wells Fargo Bank, N.A. in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Confirmation or any other related documents (other than the Master Servicer's express obligations under the Pooling and Servicing Agreement).

References in this clause to a party shall, in the case of UBS AG and where the context so allows, include references to any affiliate of UBS AG.

Account Details for UBS AG: Currency:                USD Correspondent Bank:      UBS AG, STAMFORD BRANCH Swift Address:           UBSWUS33XXX Favour:                  UBS AG LONDON BRANCH Swift Address:           UBSWGB2LXXX Account No:              101-wa-140007-000

Offices (a) The office of UBS AG for the Interest Rate Cap Transaction is London; and The office of Counterparty for the Interest Rate Cap Transaction is:

9062 Annapolis Road Columbia, Maryland 21045 Attn: Client Manager - WFMBS 2006-6 Telephone: 410.884.2000 Fax: 410.715.2380

Contact Names at UBS AG: Payment Inquiries        Elisa Doctor                Email:                                       &bbsp;              DL-USOTCRATES-SETTS@ubs.com

Phone: 203.719.1110 Pre Value Payments:      Pre Value Payment           203.719.1110                          Investigations: Post Value Payments:     Post Value Payment          203.719.1110                          Investigations: Confirmation Queries:    Confirmation Control:       203.719.3373 ISDA Documentation:      Credit Risk Management:     212.713.1170 Swift:                   UBSWGB2L Fax:                     203.719.0274 Address:                 UBS AG





100 Liverpool Street                          London EC2M 2RH

Address for notices or communications to the Counterparty:

9062 Old Annapolis Road Columbia, MD 21045 Attn: Corporate Trust Services - WFMBS 2006-6

Payments to Counterparty: Wells Fargo Bank, NA San Francisco, CA ABA #: 121-000-248 Acct #: 3970771416 Acct Name: SAS Clearing For Further Credit: Interest Rate Cap, Account # 50915701

(For all purposes)

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms or by sending to us a return letter or facsimile in the form attached.

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Yours Faithfully For and on Behalf of UBS AG, London Branch

By: /s/ Todd Harper                  By: /s/ Mark J. Evans II

Name :  Todd Harper                  Name  : Mark J. Evans II Title : Associate Director           Title:  Director         UBS Operations                       Operations

Acknowledged and Agreed by Wells Fargo Bank N.A., not individually, but solely as Master Servicer on behalf of Wells Fargo Mortgage Backed Securities 2006-6 Trust By: /s/ Jennifer L. Richardson

Name :   Jennifer L. Richardson Title :  Assistant Vice President

UBS AG London Branch, 1 Finsbury Avenue, London, EC2M 2PP UBS AG is a member of the London Stock Exchange and is regulated in the UK by the Financial Services Authority.  Representatives of UBS Limited introduce trades to UBS AG via UBS Limited. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output: Notwithstanding any provision herein or in the ISDA Form         to the contrary, the obligations of Counterparty hereunder are limited         recourse obligations of Counterparty, payable solely from the Trust         Estate (as defined in the Pooling and Servicing Agreement) and the         proceeds thereof to satisfy Counterparty's obligations hereunder.

Example Input: 1                                                                   EXHIBIT 10.4

                           SPONSORSHIP AGREEMENT                               ---------------------

               This Sponsorship Agreement is made between National Processing Company (NPC) and National City Bank of Kentucky (NCB) effective June 30, 1996 (Effective Date).

                                WITNESSETH:

               WHEREAS, NCB is a member in good standing of Visa U.S.A., Inc. (Visa) and a member in good standing of MasterCard International, Incorporated (MasterCard); and

               WHEREAS, NPC, pursuant to its arrangements with NCB, a member of Visa and MasterCard, provides data processing, settlement and authorization services for merchants who participate in the Visa and MasterCard bankcard programs (such activities being referred to as Merchant Bankcard Business); and

               WHEREAS, NPC and NCB have concluded that it is in their mutual best interests for NPC to continue to act as an agent of NCB for purposes of providing data processing, settlement and authorization services for merchants with respect to their Visa and MasterCard transactions and in connection with such agency arrangement, for NPC to continue to use NCB for certain banking relationships; and

               WHEREAS, the parties desire to formalize the terms and conditions on which NPC will act as agent of NCB, and NPC will perform certain functions, for purposes of conducting Merchant Bankcard Business;

             NOW, THEREFORE, in consideration of the premises, the representations, acknowledgments, and mutual agreements set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, NPC and NCB represent, acknowledge and agree as follows:

     ARTICLE I - MERCHANT PROCESSING, SETTLEMENT AND AUTHORIZATION SERVICES         ----------------------------------------------------------------------

               1.1 APPOINTMENT AS AGENT. NCB appoints NPC, and NPC agrees to serve, as NCB's sole agent (i) to provide authorization, processing and settlement services with respect to Visa and MasterCard transactions (Merchant Processing Services) to merchants who desire to receive Merchant Processing Services from NCB or NPC (Merchants) and (ii) to enter into contracts with merchants (Merchant Contracts) for the provision of Merchant Processing Services as agent of NCB; provided, however, that nothing herein shall limit NPC's right to provide, as agent for other members of Visa and MasterCard, Merchant Processing Services to merchants who desire to receive such services from NCB or others. NCB agrees that NPC may use NCB's name and its BIN, ICA and any other Visa and MasterCard identification numbers to the extent necessary or appropriate to perform the Merchant Processing Services.

               1.2 PERFORMANCE BY NPC. NPC shall have full responsibility for the proper performance of the Merchant Processing Services under each Merchant Contract except for the obligations and responsibilities which NCB assumes hereunder. Without limiting the foregoing, NPC shall provide authorization services to the Merchants, perform data capture services with respect to all credit card transactions by the Merchants, submit such data to the applicable Interchange, process retrievals and chargebacks, and direct the settlement of such transactions. In providing Merchant Processing Services, NPC agrees to comply with: (i) all Visa and MasterCard Bylaws, Manuals, Operating Regulations and other written materials as they may from time to time be amended which bind or apply to NCB as a member of Visa and MasterCard with respect to Merchant Processing Services or to NPC as a third party processor with respect to Merchant Processing Services (Rules), (ii) all agreements between Merchants and NCB with respect to Merchant Processing Services, and (iii) all applicable laws and regulations, whether state or federal. NPC agrees to enter into any agreements with Visa and MasterCard necessary to perform this Agreement

                                    1    2

in accordance with its terms, subject to the rights of NPC to terminate this Agreement pursuant to Section 6.2. Without in any way limiting the foregoing, NPC agrees as follows: (a) any material containing any of the Visa Card Program Marks used by it in performing this Agreement will prominently identify NCB by name and city adjacent to such marks and, in identifying NPC, will specify that NPC is acting as agent or representative of NCB; (b) any solicitation material used by NPC shall clearly disclose that NPC is acting as agent or representative of NCB; and (c) NPC acknowledges that it does not have authority to permit the use of Visa Card Program Marks by any of its own agents. NPC and NCB agree that the foregoing clauses shall be deemed modified from time to time to reflect any changes in Visa's requirements applicable to NPC's use of Visa Card Program Marks and solicitation material or to the terms required herein.





               1.3 MERCHANT CONTRACTS. NPC, as agent of NCB, shall be responsible for establishing the terms and conditions of the Merchant Contracts, including all changes thereunder, subject to Section 1.7 below. Without in any way limiting the authority granted in Section 1.1, NCB hereby authorizes NPC to use NCB's name to the extent necessary or appropriate in accordance with the terms of this Agreement to enter into and to renew Merchant Contracts, to modify Merchant Contracts to the extent necessary to assign them to NCB, to perform the Merchant Contracts and to take other necessary or appropriate actions with respect to the Merchant Contracts, all in accordance with requirements of Visa and MasterCard. As between NPC and NCB, NPC shall be responsible for all credit, fraud and other risks associated with each Merchant Contract.

               1.4 AUTHORIZATION SERVICES. NPC, or its designated third parties, shall provide the Merchants with telephonic or electronic authorization for all Visa and MasterCard transactions exceeding any floor amount specified pursuant to such Merchant's contract.

               1.5 PROCESSING AND SUBMISSION TO INTERCHANGE. NPC shall process all data received by it reflecting the Visa and MasterCard sales transactions and any related return credits by the Merchants and shall submit to the applicable Visa or MasterCard interchange networks (Interchange) Settlement Files reflecting such transactions and directing the applicable Interchange to pay the net amount due to an account established by NCB for the purpose of receiving all settlement amounts paid by Visa and MasterCard with respect to the transactions processed by NPC pursuant to this Agreement and effecting appropriate payments to the Merchants and NPC in accordance with this Agreement (the NCB Account).

               1.6 ACCOUNT SETTLEMENT.

               (a) PAYMENT INSTRUCTIONS. NPC shall prepare and transmit to          NCB, in a mutually acceptable format, instructions specifying the          payments to be made from the NCB Account to the Merchants and to NPC          pursuant to this Agreement (the Payment Instructions). Payment          Instructions shall be delivered to NCB in accordance with the schedule          and procedures established from time to time by the parties.

               (b) PAYMENT. In accordance with the Payment Instructions, NCB          shall pay the Merchants on a timely basis the net settlement amounts          due to them and shall credit NPC's account at NCB for the fees due to          NPC hereunder. Such payments to Merchants shall be effected through          mutually acceptable procedures which are consistent with the payment          procedures established pursuant to the Merchant Contracts. NPC shall          perform on NCB's behalf all of the administrative and bookkeeping          functions necessary to effect payment in such manner.

               1.7 DUE DILIGENCE BY NCB; NPC'S STANDARDS.

               (a) DUE DILIGENCE PRIOR TO EXECUTION OF AGREEMENT. Senior          management officials of NPC have met with senior management officials          of NCB and have discussed with the NCB officials the credit and          financial review procedures and standards used by NPC in deciding          whether to accept or retain Merchants as customers for Merchant          Processing Services, as well as NPC's experience with respect to any          losses resulting from financial failures or fraud by its merchant          customers. Schedule A attached hereto outlines the credit and financial          review procedures and standards currently used by NPC. NPC represents

                                    2    3

      to NCB, and has provided NCB's senior management with financial          information showing, that for 1994 and 1995 combined, the losses          incurred by NPC as a result of financial failures or fraud by its          merchant customers have averaged less than .60% of NPC's net revenues          from Merchant Processing Services.

               (b) CONTINUING DUE DILIGENCE: NPC'S RISK STANDARDS. NPC shall          keep NCB's senior management advised of any material changes in the          credit and financial review procedures and standards and of any          material exceptions to such procedures and standards which may from          time to time be made with respect to particular Merchants. NPC shall          not make any such changes or exceptions until its management committee          has approved such changes or exceptions after carefully evaluating the          relative advantages and disadvantages expected to result from such          changes or exceptions. NPC also shall continue to advise senior          management officials of NCB on a timely basis with respect to any          substantial loss (meaning any loss of $1,000,000 or more with respect          to a single Merchant or $3,000,000 or more in the aggregate in any          twelve month period) incurred by NPC as a result of any financial          failures or fraud by its merchant customers. If NCB's senior management          officials reasonably determine from time to time that any changes are          needed in NPC's credit and financial review procedures and standards or          in the implementation thereof in order to avoid any significant          increase in NPC's losses from financial failures or fraud by its          merchant customers, then NCB shall so notify NPC in writing, and NPC          and NCB shall mutually agree upon, and NPC shall implement appropriate          changes.

               (c) DUE DILIGENCE BY NCB FOR NPC PRICING STANDARDS. Senior          management officials of NPC have met with senior management officials          of NCB and have discussed with the NCB officials the pricing procedures          and standards used for Merchants as customers for Merchant Processing          Services. NPC shall keep NCB's senior management advised of any





      material changes in its pricing procedures and standards and of any          material exceptions to such procedures and standards which may from          time to time be made with respect to particular Merchants. NPC shall          not make any such changes or exceptions until its management committee          has approved such changes or exceptions after carefully evaluating the          relative advantages and disadvantages expected to result from such          changes or exceptions. If NCB's senior management officials reasonably          determine from time to time that any changes are needed in NPC's          pricing procedures and standards or in the implementation thereof, then          NCB shall so notify NPC in writing, and NPC and NCB shall mutually          agree upon, and NPC shall implement appropriate changes.

                 ARTICLE II - AUTHORITY OF JOINT OFFICERS                     ----------------------------------------

               2.1 JOINT OFFICERS. In order to enhance NPC's effectiveness as an agent of NCB, the parties agree and acknowledge that it is desirable for one or more officers of NPC to serve also as an officer of NCB (the Joint Officers) so that such persons shall have clear authority to represent NCB on matters relating to Merchant Processing Services. Accordingly, the Board of Directors of NCB shall elect the NPC officers named in Schedule B as Contracting Officers of NCB only with respect to matters pertaining to Merchant Processing Services. From time to time during the term of this Agreement, the Board of Directors of NCB may elect other officers of NPC as officers of NCB in addition to or in lieu of the Joint Officers. The authority of each Joint Officer to act as an officer of NCB shall terminate immediately upon termination of this Agreement or the termination or suspension of employment of that person by NPC for whatever reason or the removal of that person by the Board of Directors of NCB as an officer of NCB.

               2.2 AUTHORITY TO REPRESENT NCB. Each Joint Officer or its designated representative shall have authority to be the designated recipient of all letters, correspondence and other material from Visa and MasterCard to NCB as a member which relate to Merchant Processing Services, to attend as NCB's representative those meetings for members of Visa and MasterCard which relate to Merchant Processing Services, to maintain on behalf of NCB copies of all Merchant Contracts to which NCB is a party, to act generally as the NCB representative with respect to Merchant Processing Services in discussions, meetings and otherwise between NCB as a member and Visa or MasterCard, and to take such other actions on behalf of NCB That may be required by applicable Visa or MasterCard rules to be performed by a member and that are necessary or appropriate in order to perform this Agreement and effect the parties' intent with respect to this Agreement. NPC shall keep NCB, or such other person

                                    3    4

as may be designated by NCB, advised of all material, non-routine actions taken on behalf of NCB by any of the Joint Officers and shall consult in advance with NCB or such other designated person with respect to any material, non-routine actions to be taken by any of the Joint Officers on behalf of NCB.

               2.3 COMPENSATION. Except to the extent NCB and NPC otherwise agree, all compensation of the Joint Officers shall be paid by NPC, and NCB shall have no obligation to compensate any of the Joint Officers.

                      ARTICLE III - BANKING SERVICES                          ------------------------------

               3.1 MERCHANT PROCESSING - BANKING SERVICES. As soon as practicable after the Effective Date NPC shall enter into agreements or make other mutually acceptable arrangements with NCB pursuant to which NCB will provide those banking services which are necessary for NPC to provide the Merchant Processing Services and which the parties wish NCB to provide.

               3.2 AUTHORITY TO ESTABLISH BANK ACCOUNTS. Each Joint Officer shall have authority to establish at NCB or any other mutually acceptable financial institution any deposit accounts on behalf of NCB as may be necessary to provide some or all of the Merchant Processing Services contemplated by this Agreement for such periods as NCB and NPC agree. No provision of this Agreement authorizes or shall be construed to authorize any Joint Officer or NPC to incur any debt to NCB or any other financial institution, or to create any overdraft, which NCB is obligated directly or indirectly to repay.

               3.3 LOANS AND OVERDRAFTS. Nothing in this Agreement shall be deemed to create any obligation on the part of NCB to loan or advance to NPC any amounts in connection with Merchant Processing Services for any period of time.

                      ARTICLE IV - FEES AND EXPENSES                          ------------------------------

               4.1 CHARGES TO MERCHANTS. As between NPC and NCB, NPC shall receive all fees, discounts and other amounts payable by Merchants for Merchant Processing Services with respect to Merchant Contracts.

               4.2 EXPENSES. NPC shall bear all expenses of maintaining facilities and connections necessary to provide Merchant Processing Services except for the facilities and connection maintained by NCB for purposes of effecting payments pursuant to Section 1.6(b). In addition, NPC agrees to pay or reimburse NCB in full all interchange or issuer reimbursement fees on outgoing





merchant sales volume, as well as all fee assessments or charges imposed on NCB by Visa or MasterCard as a result of the Merchant Processing Services performed by NPC. Such fees shall be paid by NPC directly when due or shall be paid by NPC to NCB on the banking day immediately prior to the day on which NCB must pay such fees. All such fees, assessments and charges for which NCB seeks payment by NPC shall, upon request, be documented to NPC's reasonable satisfaction as being attributable to NPC's Merchant Processing Services.

                        ARTICLE V - INDEMNIFICATION                            ---------------------------

               5.1 INDEMNIFICATION. NPC agrees to indemnify, defend and save NCB, its directors, officers and employees harmless from all losses, claims, judgments, awards, penalties, expenses and other amounts of any nature arising out of:

               (a) NPC's failure to perform this Agreement in accordance with        its terms, including, but not limited to, the failure to pay expenses,        charges and other amounts in accordance with the provisions of this        Agreement,

                                    4    5

               (b) The negligent exercise of or the exceeding by any Joint          Officer of the authority granted pursuant to this Agreement to act as          an officer of NCB, or,

               (c) NCB's grant of authority to NPC pursuant to this          Agreement,

including, but not limited to, all court costs, investigation expenses and the reasonable fees and expenses of separate counsel for NCB selected by NCB, provided, however, that NCB shall not be entitled to indemnification as to amounts arising from the negligence or willful misconduct of NCB.

                   ARTICLE VI - COMPLIANCE MODIFICATIONS                       -------------------------------------

               6.1 COMPLIANCE MODIFICATIONS. In the event that:

               (a) the laws, rules and/or regulations or any official       interpretations thereof applicable to NCB as a National Bank or the Visa       or MasterCard rules and/or regulations or any official interpretations       thereof applicable to NCB and the matters covered by this Agreement are       modified such that

                      (i) any modifications in the relationship or               transactions contemplated hereby between NCB and NPC or in the               provisions of this Agreement are needed to comply with any such               laws, rules, regulations or official interpretations thereof, or

                      (ii) some or all of the activities contemplated by this               Agreement are prohibited, or

               (b) Visa or MasterCard requires, as a condition to performance        of this Agreement, that NPC enter into an agreement with Visa or        MasterCard that NPC considers unacceptable,

then at NPC's request, NCB will cooperate in making any modifications to this Agreement and to the parties' relationship hereunder to the extent any such modifications will permit NPC to continue processing, settling and authorizing bankcard transactions (or continue performing some of such functions) in compliance with the laws, rules, regulations or any official interpretations thereof applicable to NCB as a National Bank and the Visa and MasterCard rules, regulations, and interpretations thereof and any contractual terms required by Visa or MasterCard and acceptable to NPC (any such modifications being referred to as Compliance Modifications) provided that such Compliance Modifications are reasonable and are not unduly burdensome to NCB, and NPC reimburses NCB for any additional costs reasonably incurred by NCB in connection with such Compliance Modifications.

               6.2 FAILURE TO MAKE COMPLIANCE MODIFICATION. If NPC does not request any Compliance Modifications or the parties cannot agree upon the terms of any Compliance Modifications, then either party may terminate this Agreement upon prior written notice to the other party effective at the later of: (a) the deadline imposed by Visa or MasterCard for complying with any such rule, regulation, official interpretation or contract requirement or (b) 120 days after actual notice to NPC of such rule, regulation, interpretation or contract requirement.

                    ARTICLE VII - TERM AND TERMINATION                        ----------------------------------

               7.1 TERM. The term of this Agreement shall be five years commencing on the Effective Date and ending at the close of business on the fifth anniversary of the Effective Date. This Agreement shall automatically renew for successive one-year terms unless one party gives the other party written notice of non-renewal at least six months prior to automatic renewal.





                                    5    6

               7.2 TERMINATION. Either party may terminate this Agreement without penalty and without prejudice to any claims arising prior to termination as follows:

               (a) Upon the written agreement of both parties.

               (b) Upon the other party's breach of this Agreement provided          the terminating party has given written notice of the breach to the          other party specifying the breach, the action necessary to cure the          breach and the breaching party has not cured the breach within five          business days after notice is given of any failure by NPC to provide          any funds required hereunder to be provided by NPC to pay Merchants or          within thirty business days after notice is given of any other breach.

               (c) By NCB immediately upon NPC's voluntary filing of any          petition or complaint seeking relief under any federal or state          bankruptcy or other debt relief statute or upon an involuntary petition          in bankruptcy being filed against NPC if such petition is not dismissed          within sixty days after it is filed.

               (d) By NPC immediately in the event that any agreements          between NCB and Visa and/or MasterCard or NCB's membership in either          such bankcard association shall be terminated or materially limited          which termination or material limitation would impair the ability of          NPC to authorize, process or settle merchant bankcard transactions.

               7.3 SURVIVAL. The provisions of Sections 3.3, 4.2, 5.1, 8.1 and 10.6 of this Agreement shall survive any termination. No termination shall prejudice any claim or rights of any party which accrued prior to termination.

                      ARTICLE VIII - CONFIDENTIALITY                          ------------------------------

               8.1 CONFIDENTIALITY. In performing this Agreement, each party will have access to confidential information of the other. Each party agrees to hold in confidence and to instruct its employees and agents to hold in confidence all information and materials, in whatever form, reasonably designated as confidential by the party requesting confidentiality. NPC agrees to comply with all laws and regulations relating to confidentiality of customer lists and other information which are applicable to NCB and its agents or to NPC. NCB agrees to comply with all contractual obligations of NPC actually known to NCB and all laws and regulations applicable to NCB or NPC relating to confidentiality of customer lists and other information.

                           ARTICLE IX - NOTICES                               --------------------

               9.1 NOTICES. All notices which are required or permitted by this Agreement shall be in writing and shall be (i) delivered personally to the designated addressee, (ii) sent by the United States Mail addressed to the designated person by certified mail, return receipt requested, all postage prepaid, or (iii) sent by overnight delivery service addressed to the designated person, all charges prepaid, or (iv) by other means such as facsimile machine if the designated addressee acknowledges receipt in writing. Notices shall be addressed as follows:

If to NPC:                         Louis Parker                         Executive Vice President                         National City Processing Company                         1231 Durrett Lane                         Louisville, KY  40285-0001

                                    6    7

with copies to:         Kurt Knipp                         Executive Vice President                         National City Processing Company                         1231 Durrett Lane                         Louisville, KY  40285-0001

If to NCB:              Peter J. Barrick                         Senior Vice President                         National City Bank of Kentucky                         101 S. 5th Street                         Louisville, KY  40202

with copies to:         Curtis M. Jacobs                         Senior Vice President and Counsel                         National City Bank of Kentucky                         101 S. 5th Street                         Louisville, KY  40202





Notices personally delivered are given when received. Notices sent by United States Mail, certified mail, return receipt requested, are given five business days after delivery to the United States Postal Service unless prior actual receipt by the addressee is proven. Notice sent by overnight delivery service is deemed given one business day after delivery to and acceptance by overnight delivery service for next day delivery. Notices sent by other means and acknowledged are deemed given when acknowledged in writing.

                         ARTICLE X - MISCELLANEOUS                             -------------------------

               10.1 HEADINGS. The headings are for information and are not part of this Agreement.

               10.2 ENTIRE AGREEMENT, MODIFICATION. This Agreement and the attachments to it represent the entire agreement of the parties with respect to the subject matter of the Agreement. This Agreement may not be modified except by a written agreement which expressly refers to the Agreement and is signed by both parties.

               10.3 SEVERABILITY. If any section of this Agreement is deemed void, illegal or unenforceable, that section shall be severed and the balance shall remain in effect.

               10.4 GOVERNING LAW. This Agreement and its interpretation shall be governed by the laws of the United States and, to the extent not inconsistent therewith, by the laws of the Commonwealth of Kentucky without regard to conflicts of laws rules.

               10.5 BINDING AGREEMENT, ASSIGNMENT PROHIBITED. This Agreement shall bind the parties, their successors and permitted assigns. Neither party shall assign this Agreement or any rights under it except with the prior written consent of the other.

               10.6 MONITORING BY NCB. NPC shall admit properly identified and authorized NCB employees and agents onto its premises for purposes of monitoring NPC's compliance with this Agreement. It is understood that such monitoring will occur during normal business hours, will be preceded by reasonable notification to NPC, and must not interfere with NPC's normal operations.

                                    7    8

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.

                              NATIONAL PROCESSING COMPANY

                              By: /s/ Mark D. Schatz                                      --------------------------------                                  Name: Mark D. Schatz                                        ------------------------------                                  Title: Vice President                                         -----------------------------

                              NATIONAL CITY BANK OF KENTUCKY                                  By: /s/ Peter J. Barrick                                      --------------------------------                                  Name: Peter J. Barrick                                        ------------------------------                                  Title: Senior Vice President                                         -----------------------------

                                    8    9

                                SCHEDULE A                                      to the                         SPONSORSHIP AGREEMENT BETWEEN NCB                                        and                                        NPC                                       dated                                   June 30, 1996

1.       BUSINESSES GENERALLY NOT SOLICITED. NPC does not generally solicit          customers engaged in any of the following businesses, but in special          circumstances it sometimes accepts customers engaged in one of these          businesses. Such exceptions occur primarily when NPC acquires another          processor's customer base or when NPC enters into a processing          agreement with an ISO/MSP which maintains merchant customers engaged in          such businesses.          - Telemarketing (In-bound or out-bound)





      - Pawn Shops          - Door-to-Door Sales          - Massage Parlors          - Bail & Bond Payments          - Business operated out of Residence          - Flea Markets          - Fulfillment Houses          - Timesharing          - Travel Clubs/Packages

2.       DOCUMENTATION REQUIRED FOR MERCHANT CUSTOMERS          - Merchant Application - all pertinent personal and business            information, including previous processor          - Site Visitation Report (when applicable)          - Bankcard Agreement - signed by Principal/Officer          - Personal Guarantee - signed by Principal (when applicable)          - Business Financial Statements (when applicable)          - Business and/or Personal Income Tax Filings if Financial Statements            unavailable (when applicable)          - Catalogues, Advertising Copy, etc. - as needed

3.       CREDIT REVIEW PROCEDURES. The following credit review procedures are          completed by NPC before a Merchant is accepted as a new customer. These          procedures may be repeated with respect to any existing Merchant          customer if such Merchant has unusual credit card activity, unusual or          higher than normal chargebacks, or if other circumstances arise which,          in the judgment of NPC's management, warrant a new or on-going credit          review.          - Inquire against Terminated Merchant File          - Obtain and Review Personal Credit Reports on Principal(s) (when            applicable)          - Obtain and Review Dun & Bradstreet Report (when applicable)          - Review of Financial Statements, Tax Returns and all other pertinent            data (when applicable)          - Investigation of previous processing relationship

4.       REASONS FOR DECLINING A MERCHANT.          - Listed on the terminated merchant file          - Insufficient credit history established          - Significant derogatory credit - personal or business          - Poor financial condition of business          - Derogatory report from previous processor          - Unacceptable line of business

                                    9    10

                                SCHEDULE B                                      to the                         SPONSORSHIP AGREEMENT BETWEEN NCB                                        and                                        NPC                                       dated                                   June 30, 1996

                 NAME                          NCB TITLE                     ----                          ---------                                                         Tony G. Holcombe              Contracting Officer

           Kurt S. Knipp                 Contracting Officer

           Wayne A. Chatham, Jr.         Contracting Officer

                                    10 
Question: Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?
Example Output: NCB agrees that NPC may use NCB's name and its BIN, ICA and any other Visa and MasterCard identification numbers to the extent necessary or appropriate to perform the Merchant Processing Services.

Example Input: Exhibit 10.43

This is a translation of the original Chinese text

Contract No.: 151315UD0081

Cooperation Agreement

Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

April 2013   1





This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People's Republic of China (hereinafter referred to as PRC):

Party A: Beike Internet Security Technology Co., Ltd.

Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing.

Attention:

Tel:

E-mail:

Postcode:

Bank account:

Account No.:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Address: No.10, Shangdi Shi Jie, Haidian District, Beijing

Attention:

Tel:

E-mail:

Postcode:

Whereas,

1. Party A owns the Kingsoft internet site navigation website and the Cheetah Brower software (hereinafter referred to as Party A's Product). Website: 123.duba.net and www.duba.com. Party A has opened an account with Baidu Union website (http://union.baidu.com) and the account name is   (translation: Kingsoft Cheetah) and ksbrowser and is willing to comply with the terms of Baidu Union Membership Registration Agreement (http://union.baidu.com/regAgreement.html).

2. Party B is a leading network technology company in the field of search engine.

3. The parties wish to collaborate with each other leveraging their respective strengths.

Therefore, the parties agree:   2





Chapter 1 Definitions and Interpretations

1.1 Definitions

Except as otherwise defined in the context hereof, the terms shall have the following designated meanings:

  1.1.1 PRC Laws: means any present and future promulgated laws, regulations, decrees and binding policies in PRC.

  1.1.2 Trade Secrets: means any technology, financial, business or any other information owned by either party and / or its subsidiary oraffiliate and protected as trade secrets.

  1.1.3 Effective Date: means the date on which this agreement is executed.



1.1.4 Force Majeure: means any event which is not reasonably controllable, foreseeable or avoidable even if foreseeable by the parties, which makes it impossible for either party to perform the whole or part of its obligations pursuant to this Agreement. Such event includes without limitation governmental actions, earthquakes, typhoon, flood, fire or any other natural disaster, wars or any other similar event. In respect of the special nature of the internet, Force Majeure also includes the following events which influence the normal operation of the internet: 1) hacker attacks; 2) material influence of the technical adjustments of the telecommunications department except for losses of one party resulting from its own mismanagement; 3) temporary suspension caused by governmental control, except for the governmental control on one party resulting from its own misconduct; 4) virus attacks.

  1.1.5 Baidu website: means www.baidu.com.

  1.1.6 Cooperation Term: means the term set forth in Chapter 3 hereof.

  1.1.7 Actual revenues: means the revenues payable by Party B to Party A based on the amount of search traffic generated by Party A's website for Party B, less Party B's related costs and legal taxes and charges. The search traffic generated by Party A for Party B, which forms the basis for calculating the actual revenues, shall be determined by Party B based on its statistical data.

1.2 Interpretations

1.2.1 The date hereof shall mean the calendar day, the business day hereof shall mean the work day other than public holidays in PRC, and the month hereof shall mean the calendar month.   3





1.2.2 The headings hereof is for inference only and shall not otherwise affect the meaning and construction of any other part of this Agreement.

1.2.3 If needed in the context, use of plurals shall include its singulars, and vice versa.

1.2.4 All references to chapters, provisions and paragraphs shall mean the chapters, provisions and paragraphs herein.

Chapter 2 Representations and Warranties

2.1 Legal Status

Either party represents and warrants from the date hereof:

2.1.1 It has the qualification to conduct the transaction hereunder and such transaction is in compliance with the business scope;

2.1.2 It is eligible to enter into this Agreement and perform the obligations hereunder.

2.1.3 Its authorized representative has adequate authorization to execute this Agreement on its behalf (a copy of the authorization letter shall be delivered to the other party for record).

2.1.4 To its knowledge, it has disclosed all documents which may have a material adverse impact on its performance of obligations hereunder which are issued by the governmental agencies in the registered place or business place and known to it; and it is not the subject of any insolvency, dissolution or bankruptcy procedures.

2.2 Legal Effect

2.2.1 From the Effective Date, this Agreement is legally binding on each party.

2.2.2 Either Party warrants that the execution and performance hereof as well as the business transactions contemplated hereof will not violate any PRC Laws in any respects.

Chapter 3 Cooperation Term

3.1 Cooperation Term

The Cooperation Term of the parties shall be two years from May 1, 2013 to April 30, 2015. One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry.

  3.1.1 This Agreement is effective on the day of May 1, 2013 and the effective term is the same as the Cooperation Term. The contracts of which the Parry A contract No. are KIS-Y-BJ120195 and KIS-Y-BJ120196 (Party B contract No. are 151215UD0118, 151215UD0119) are terminated on April 30, 2013.   4





Chapter 4 Liabilities of the Parties

4.1 Details of Cooperation

The parties use their respective strengths to cooperate on internet searches, and during the effective Cooperation Term, the parties are collaborative partners. The parties have complementary advantages in the aspects of information usage, promotion, marketing, technical support and services, and now form a strategic alliance to develop their respective businesses.

4.2 Party A's Obligations



4.2.1 Party A imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and / or interfaces of any other Baidu union members.



4.2.2 Party A will display Party B's search engine box in the first screen of the homepage of Kingsoft Navigation website, and imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and/or interfaces of any other Baidu union members. The form of search engine box is attached as Annex 2. Without Party B's confirmation in writing or via email, Party A shall not change the form, or otherwise Party A will be deemed to breach this Agreement.



4.2.3 Party A shall not put the Party B's search engine service on any other website, or change the codes which are used to import the search engine service of Party B. Party A's website(s) that correspond to Party B's codes are set forth in Annex 2. If Party A needs to add any website(s) or change the codes, it shall obtain the confirmation from Party B in writing or via email, or otherwise Party A will be deemed to breach this Agreement.

  4.2.4 When Party A promotes websites by means of software installation, Party A needs to determine the homepage of the software users' browsers. In the event that the homepage of the software users' browsers is *.baidu.com or *.hao123.com, Party A shall not change the homepage of the users' browsers by means of the software being installed.   5





  4.2.5 During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent.



4.2.6 Party A covenants that during the Cooperation Term, it will list Party B's search engine service as one of its search engine services, of which Cheetah Browser will list Party B's search engine service as the default search engine service. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and shall not pay any share of profits to Party A.

  4.2.7 During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensurethe smooth cooperation between the parties.

  4.2.8 Party A shall not change the related functions and contents inherent to Party B's search engine box. If a change is necessray,consent shall first be obtained from Party B.

  4.2.9 Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities.



4.2.10 Party A undertakes to comply with the Business Cooperation Standard of Baidu Union published in http://union.baidu.com/regAgreement.html (see Annex 3), or otherwise Party A will be deemed to breach this Agreement. Party A also agrees to participate in the Blue Sky 365 Action Plan and comply with Blue Sky 365 Action Plan Regulations (see Annex 4).



4.2.11 Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party A's technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A's services or products shall be borne by Party A. Party B has the discretion to terminate this Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or, (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties.   6





4.3 Party B's Obligations

  4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the relatedwork so as to ensure the smooth cooperation between the parties.

  4.3.2 Party B shall not publish any contents other than agreed hereof in the Party A's website column(s) that are made the subject matter of this cooperation agreement. In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.



4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A's easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data. If Party A finds the visiting traffic data abnormal, Party B shall issue a written explanation, and the actual revenues generated from the questionable traffic shall not be settled until there was a final confirmation.



4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B's technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B's services or products shall be borne by Party B.



4.3.5 Party B has the right to penalize any acts of Party A , in whatever form, carried out in contravention with Party B's union cooperation policies. The penalties may include =the immediate suspension of Party A's account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision.



4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B.

  4.3.7 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B's affiliates mean Party B's parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B's parent companies at different levels.   7





4.4 Exemption of Liabilities With Respect to the Search Engine (by Party B)

See Annex 1. The Parties agree that the exemption of liabilities in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities.

Chapter 5 Information Content Cooperation

5.1 The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance.

5.2 Fees

  5.2.1 The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the feesincurred shall be borne by each party respectively.

  5.2.2 The Actual Revenues of the parties arising from the Baidu promotion services in the search results pages shall be dividedproportionately, and Party A shall bear the taxes payable on its own share of revenues:

  (1) The address bar, search bar, homepage/blank page of Cheetah Browser shall use Baidu Search as default search engineservice;

  (2) The default traffic shall mean the default traffic of the website address site and the traffic of the Cheetah Browser;

  (3) The monthly average daily non-default traffic shall not exceed the default traffic. If it does, then the traffic in excess willnot form part of the basis for calculating the share of revenues;

  (4) If the default traffic is lower than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (5) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (6) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;   8





  (7) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (8) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; and

  (9) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%.

If Party A objects to the Party B's revenue-sharing policy, it may terminate this Agreement. In the event that Party A continues to receive its share of revenues, it shall be deemed that Party A agrees with Party B's revenue-sharing. Party A shall bear the taxes payable on its own share of revenues.



5.2.3 Party B confirms the share of revenues of the preceding month payable to Party A on the first day of each calendar month (hereinafter referred to as (the Reference Date, and postponed in the event of public holidays) according to the above Article 5.2.2. Upon the confirmation of the share of revenues of such month, it shall not be adjusted, unless there is sufficient proof evidencing the statistics is not correct.

  5.2.4 The financial settlement between the parties will be carried out monthly.

Party A provides the invoice of the share of revenues in the preceding month within the first 5 working days in each month in advance, Party B warrants to pay the share of revenues to Party A prior to the 20t h day of each month (postponed in the event of public holidays) according to Article 4.1 hereof. In the event that Party A objects the payment from Party B, it shall propose within the first 5 working days in each month in writing, or it will be deemed as no objection. Party B shall review within three working days upon receipt of Party A's written objection and notify the results thereof to Party A.

  5.2.5 After the effectiveness of this Agreement, in the event that the share of revenues payable to Party A in the preceding month is less than RMB 100, then it will be carried forward to the next month automatically and settled together according to the preceding provisions.

Chapter 6 License

6.1 The search results provided by Party B and the intellectual property of any related technology shall be owned by Party B, without authorization, Party A shall not amend, deduct, split or reverse Party B's technologies and programs. Party A shall not obtain the source codes of the programs of Party B with any methods. Without authorization, Party A shall not apply the service provided by Party B for other usage.

6.2  baidu and   are all registered trademarks of Party B. During the cooperation, if Party A has to use Party B's trademarks, it shall obtain Party B's prior written consent. Nevertheless, if this Agreement is terminated or either party rescinds this Agreement, Party A shall no longer use   baidu,   and any other registered trademarks of Party B in its product page and promotions of all kinds.   9





Chapter 7 Confidentiality

7.1 Any and all information acquired by the parties and their employees due to the execution or performance of this Agreement, including without limitation the scientific, business or internal information relating to technology, finance, marketing or management shall be the confidential information of the parties and their proprietary properties.

7.2 The parties mutually covenant that they will keep each other's confidential information in strict confidence, and will use only for the purpose of this Agreement, shall not use or permit others to use the confidential information or disclose such to any third parties except the following events:

  7.2.1 Upon the written consent of the other party;

  7.2.2 As according to the orders or requirements of the competent courts, any governmental agencies or administrative agencies;

  7.2.3 Such information becomes known to the public not for any deliberation, recklessness or negligence of either party or its agents,officers or employees;

7.3 The parties are obliged to disclose the confidential information only to the employees necessary to know it and instruct such employees to be responsible for the confidential liability hereunder and be liable to the violation of the confidential liability of the employees.

Chapter 8 Breach

8.1 General Breach

In the event either party breaches its obligations hereunder, the breach party shall immediately suspend its breach upon the receipt of the non-breach party's written notice requiring it to rectify its breach, and pay all the losses to the non-breaching party arising from such breach within ten (10) days. If the breach party continue to carry on the breaching conduct or does not perform its obligations, the non- breaching party shall have the right to terminate this Agreement in addition to the compensation for the breach.   10





8.2 Breach Liabilities

If fault on both parties, they shall bear their respective liabilities according to their actual degree of fault.

Chapter 9 Termination

9.1 Termination Events

This Agreement will be terminated upon any of the following events:

  9.1.1 The Cooperation Term is expired and the parties determine not to renew;

  9.1.2 The non-breaching party terminates this Agreement according to Article 8.1 hereof;

  9.1.3 Either party is under bankruptcy or enters into liquidation or dissolution procedures;

  9.1.4 If the Force Majeure lasts consecutively for thirty (30) days and above, either party may terminate this Agreement by awritten notice according to Article 11.7 and terminate this Agreement on the receipt date as defined herein.

9.2 Matters after the Termination

  9.2.1 Within fifteen (15) days upon the termination of this Agreement, the parties shall delete the links between their websites.

  9.2.2 The termination of this Agreement shall not affect the unsettled payment hereunder or either party's payment obligation andother obligations or rights incurred before the termination.

  9.2.3 Notwithstanding the termination of this Agreement, the obligations set forth in Chapter 7 and Chapter 10 are binding to bothparties.

Chapter 10 Governing Laws and Dispute Resolution

10.1 Governing Laws

The execution, validity, construction, enforcement and the settlement of any disputes herefrom shall be governed by PRC Laws.

10.2 Negotiation and Proceedings

  10.2.1 Any dispute arising from the construction and enforcement of this Agreement shall be settled through friendly consultation ormediation by a neutral third party first.

  10.2.2 If the dispute fails to be resolved within thirty (30) days by such method set forth above, either party shall submit to the court inthe location of Party B.   11





Chapter 11 Miscellaneous

11.1 Waiver

If either party fails to exercise or timely exercise its rights, power or preemptive rights hereunder, it shall not be deemed as a waiver; otherwise, any individual exercise or partially exercise any of its rights, power or preemptive rights shall not prejudice its exercise of such rights, power or preemptive rights thereafter.

11.2 Amendment

This Agreement may only be amended by mutual written agreement by the parties.

11.3 Marketing Supports

On the basis of the parties' acknowledgment, the parties will make and carry on necessary marketing measures to expand the reputation and influence of the parties cooperation.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, negotiations and agreements.

11.5 Notice

  11.5.1 Any material notices or written letters between the parties shall be in Chinese and delivered by facsimile, in person(includingcourier) or by registered mail.

  11.5.2 All the notices and letters shall be sent to the address in the preamble hereof unless otherwise notified in writing in advance;



11.5.3 If the notices and letters are sent by facsimile, then the delivery time shall be subject to the actual time displayed in the facsimile record, except that the sending time is after 17:00 pm of such date, or the time of the receiver's location is not a Business Day, then the delivery time shall be the following Business Day of the receiver's time; if sent via e-mail, the delivery time shall be subject to the time when the email enters into the email system designated by the receiver; if sent in person (including courier), it shall be subject to date the receiver's signing for receipt; if sent by registered letter, it shall be subject to the receipt issued by the post office and five (5) Business Days from the date of sending.   12





11.6 Successor

This Agreement is made for the benefit of and equally binding upon the parties and their respective successors and assignees.

11.7 Force Majeure

  11.7.1 In the event of Force Majeure, the affected party shall notify the other party in respect of the nature, incurring date, anticipated lasting time and related details as fastest as reasonably possible and the degree of such event hindering the performance of its obligations of the notifying party hereunder.

  11.7.2 During the consecutive period of the Force Majeure, the affected party shall regularly and timely keep the other party informed of the current status of the Force Majeure, in the event that the Force Majeure ends, it shall notify the other party in writing timely and continue to perform the obligations hereunder.

  11.7.3 The party affected by the Force Majeure may temporarily suspend the performance hereunder until the influence of the Force Majeure is removed after it performs its obligations pursuant to Item 1 and 2 of this Article and need not to bear any breach liabilities; however, it shall use best efforts to conquer such event and minimize its adverse influence.

11.8 Language

This Agreement is made in Chinese and there are two originals which have the same legal effect and each party has one original.

11.9 Unmentioned Matters

Any other matters unmentioned hereof shall be subject to PRC Laws.

11.10 Other Matters

This Agreement is effective from the date of its date of signature and chop, and any other agreement between the parties regarding to matters which are similar to the cooperation contents hereunder shall be terminated automatically. Annexes are integral parts of this Agreement and have the same legal effect as the text hereof.   13





Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Authorized signatory: /s/ common seal

Title:

Date:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Authorized signatory: /s/ Guolin Ma /s/ common seal

Title:

Date:   14





Annex 1

Search Engine Exemption Clause

1. In addition to service clause indicated by Baidu, Baidu is not responsible for any other accident, negligence, breach, defamation, infringement to copyright or other intellectual property right and the loss occurred thereby (including by virus through download) arising from using search engine and will not undertake any legal liability.

2. Baidu is not responsible for the legality of link and information, product and service obtained from webpages through search engine which are searched automatically in accordance with users' search order, and will not undertake any legal liability.

3. All content of search engine does not represent Baidu's opinion.

4. User shall undertake the risk of using search engine by itself and Baidu will not guarantee in any form, including the result meeting users' requirement, service continuity, safety, accuracy, timeliness and legality of search result. Baidu will not undertake any legal liability for user's failure to normally use Baidu for technology reason such as internet status, communication line and etc.

5. Baidu respects and protects all search service users' personal privacy and their personal information such as registered user name and email address, etc., which will not be disclosed to the third party without user's consent or compulsorily required by law. The keywords used by users in search engine will not be regarded as personal privacy information.

6. Any website shall report to service website or Baidu, or add refusal mark to the webpage in accordance with the Robots Exclusion Protocol, if it does not want to be included by Baidu, otherwise it will be deemed as willing to be included.

7. Any unit or person shall report to Baidu or service website in written timely and provide ID card, ownership certificate and detailed violation evidence if it considers the content through Baidu search service or search link may be suspected of violating its legal right. Baidu will remove such suspected search service or search link as soon as possible after its receipt of legal documents above.   15





Annex 2

1. Display Format

2. Table of Fee-charging Code and Corresponding Website   Fee-charging item   Channel   Display location     Search box on the first page   16





Annex 3

Business Cooperation Standard of Baidu Union

In order to standardize the business cooperation of Baidu Union (hereinafter Union) and maintain the fair and honest order, it is provided for the business cooperation of Union as follows and member of the Union shall comply with this standard strictly to maintain the smooth and healthy development of business cooperation.

[General Rules]

All act which may damage the right of user of Baidu promotion, damage user experience, disturb market cooperation order of the Union, adversely affect Baidu product and business reputation of Baidu, constitute unfair competition against Baidu or violate legal right of Baidu are forbidden by the Union, including but not limited to:

1. Click by itself

Repeat manual search, click by itself, incite others to search or click.

2. Compel to click

Compel user to click to get resource in return; or pop-up window of search result endlessly.

3. Program click

Simulate user's click through program or script, automatically click and search tool, the third party's click or search (such as paid click, auto- browse, clicker, IP click by agent servicer, fault IP click, mutual click and auto-refresh).

4. Illegal promotion

Promote by irregular means such as virus, compulsory first page, compulsory kidnap address bar, search engine cheating, exaggerate times.   17





5. Breach of exclusivity clause

Breach the exclusivity agreement with Baidu to engage in competing business.

6. Mix of competing business

Amend the pattern of the Union product or competing business to mislead users.

7. Other breach

Other act Baidu thought has damaged or may damage the right of user of Baidu, user experience, Baidu brand or business reputation of Baidu, constitutes unfair competition against Baidu or violates other legal right of Baidu.

[Search Promotion Cooperation]

8. Determine keyword

Determine keyword in search frame or direct link to search result page.

9. Amend search result page

9.1 Edit, amend or filtrate any promotion content or information contained in search result or amend the order by any means, or delete, hide or minimize any promotion content or search result, or add any other content to Baidu search result page of browser through software.

9.2 Re-direct the final user from any promotion page or search result page to others, or the promotion page or search result page provided is not the same version with that got by final user through directly visited.

9.3 Beyond the range permitted by this standard, directly or indirectly visit, launch and/or start promotion content or search result through any software, other website or any form other than member website, or combine promotion content or search result into it by other means.

9.4 Store or cache any or part of, copy of, derivative of information of search result through capture, spider, index or any other non-temporary ways.   18





10. Directly use of search result

Directly use any webpage of search result of final user through frame linked or other ways.

11. Breach of release page

11.1 Present business code on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or any webpage or website with any pornographic content, hate mongering content or violence content.

11.2 Release code in non-configured domain name.

12. Induce to click

12.1 Introduce the search result with word such as excellent recommendation, relevant link or welcome to click.

12.2 Put graph of arrow, download instruction or other leading graph to the search result.

12.3 Award user's click.

13. Breach of release number

Release more than three search frames per page.

14. Flow kidnap

14.1 Falsify the charge index by software, plug-in or other ways, kidnap Baidu, hao123 and other Union member's flow.

14.2 Falsify other Union member's first page through any promotion way damaging user experience and other unfair competition.   19





14.3 Amend the first page of Baidu (www.baidu.com) or hao123 (www.hao123.com) set by user in any ways.

14.4 Amend the page of Baidu or hao123 in any ways.

15. Breach of binding with Baidu software

Binding with Baidu software without any indication, install compulsory; add functions other than that of Baidu software or delete original function, re-bind other software without any indication, misleading the act of other software as that of Baidu; set obstacle for user installed Baidu software through member website to uninstall.

[Union Promotion Cooperation]

16. Determine keyword

Stack keywords in webpage content, source code to affect normal theme matching.

17. Amend promotion content

17.1 Re-direct the promotion page clicked by user to others, which is not the same with that got by final user through directly visited.

17.2 Store or cache any part of, copy of, derivative of promotion content through capture, spider, index or any other non-temporary ways.

18. Breach of release page

18.1 Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or popup window, or webpage or website with any pornographic content, hate mongering content or violence content.

18.2 Release theme promotion business on rubbish page with no essence for the purpose of presenting theme.

18.3 Release promotion content in non-configured domain name or software.   20





19. Induce to click

19.1 Introduce the promotion content with word such as excellent recommendation, relevant link or welcome to click.

19.2 Put graph of arrow, download instruction or other or misleading graph to the promotion content.

19.3 Award user's click of promotion content.

19.4 Promotion content is too close to the text or click zone (such as turn-page button, navigation button, video window and etc.) causing void click (recommending not to put the promotion content above or below the turn-page button).

19.5 Pretend the promotion content as the text of page which mix the promotion content with page content.

19.6 Hide or auto-block the window through js or other ways, causing user's failure to see the promotion after click.

19.7 Release code of special zone besides patch promotion, amend code without authorization or patch through special ways.

19.8 Cover, hide any part of theme promotion zone or overlap page content with promotion content.

19.9 Float the promotion content or present in other ways.

20. Breach of release number

20.1 Release more than three product codes of theme description and theme link accumulatively per page. (not include the patch promotion)

20.2 Release more than one code of theme suspension per page besides theme description and theme link, release more than one form of theme suspension (side bar/button/window) per page.

20.3 Release more than one code of patch promotion per playing window, several playing windows on one webpage, more than three codes of patch promotion available.   21





21. Breach of using iframe

Use through amending code or other ways without authorization.

21.1 Use Union's theme suspension product through iframe.

21.2 Use theme description, theme link and patch promotion product through iframe in illegal ways:

21.2.1 Release code of Union promotion business to more than two (including) layers of iframe;

21.2.2 Use more than two (include) business codes through iframe for one time;

21.2.3 Inset more than one iframe unit in one page;

21.2.4 Module presented by iframe is smaller than that used through iframe;

21.2.5 Present promotion content on charged website through non-charged website iframe.

[New Business Cooperation]

22. Breach of release page

Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or webpage or website with any pornographic content, hate mongering content or violence content.

23. Induce

23.1 Introduce the cooperation promotion content with word such as excellent recommendation, relevant link or welcome to click.   22





23.2 Put graph of arrow, download instruction or other leading graph to the cooperation promotion content.

23.3 Put pornographic picture close to cooperation promotion content.

23.4 Award use's install, register, purchase and other act.

23.5 Simulate official website of cooperation promotion client.

24. Breach of release number

Present or release more than three cooperation promotion units per page.

25. Self-lead

Repeat manual install, register, purchase and etc., incite others to install, register, purchase and etc.

If any Union member does any illegal act above, Baidu has the power to punish. Baidu's data for investigating and punishing the Union member's illegal act shall prevail, including but not limited to void click data and flow kidnap data.

Appendix: Process method

Baidu may take one or more measures as follows to process the illegal act:

1. Deduct credit index

2. Deduct accumulated credit

3. Deduct share of revenues

4. Block illegal business

5. Stop sub-account authority

6. Limit register information

7. Expose illegal case   23





Baidu has the right of final explanation for this Business Cooperation Standard of Baidu Union. Baidu may update this Business Cooperation Standard of Baidu Union from time to time and all Baidu Union members are urged to pay continued attention to relevant content to learn and timely comply with the latest regulation.   24





Annex 4

Rules of Blue Sky 365 Plan

Honesty is the basis for long-standing business. We could only make more profit, grow faster with stronger cooperation based on honesty.

Honesty is not only a promise but also an act. Hereby, Baidu Alliance, together with partner, build an alliance circle of honesty and health, a cooperation environment of self-discipline, fairness and honesty and comply with rules as follows strictly:

1. Agree that honesty is the base of alliance development;

2. Cooperate in line with the Business Cooperation Standard of Baidu Alliance strictly;

3. Dose not launch or engage in any illegal act such as click fraud, flow kidnap;

4. Report the illegal information actively and protect honesty;

5. Accept supervision and willing to undertake liability and result of illegal act.

The rules above shall be reflected every day. Let us build the Blue Sky 365 of alliance circle together.   25 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
Example Output:
In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.