Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Transaction Documents have been or will be paid by the Seller at or prior to the Closing Date, except (if applicable) for fees for recording assignments of the Class C Re-REMIC Security to the Trustee pursuant to the Trust Agreement and Uniform Commercial Code filing fees that have not yet been completed, which fees will be paid by or on behalf of the Depositor.