Common use of Fees and Expenses Clause in Contracts

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject (a) Except as provided in Section 10(b), the Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to Section 17 hereofthe preparation and filing of the Registration Statement, EMC (on its own behalf as a Mortgage Loan Seller and any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of Master Funding) shall pay on the Closing Date of, used by, or such later date as may be agreed referred to by the Purchaser Company, and all amendments and supplements thereto, (iii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the Mortgage Loan Sellers’ attorneys provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees Underwriters’ counsel in connection therewith and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with the preparation of any “blue sky” and legal investment matterssurvey of Blue Sky laws, (v) expenses incident to the fees printing and expenses delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Trustee which shall include without limitation the fees Registration Statement and expenses all amendments thereto and of the Trustee (Prospectus, each preliminary prospectus, and the fees all amendments and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfsupplements thereto, (vi) the expenses for printing or otherwise reproducing fees and expenses, if any, incurred with respect to any applicable filing with the Certificates, the Prospectus and the Prospectus SupplementFinancial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of each Rating Agency (both initial any Underwritten Securities on the NYSE and ongoing), (viii) if applicable, the fees and expenses relating of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the preparation and recordation Company for the stated amount of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket its expenses incurred by the Purchaser in connection with the purchase of transactions contemplated by the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Terms Agreement.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Xxxxx in connection with the sale of the Offered Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counselcounsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the fees Company's officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connecxxxx xxth the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject (a) The Trust acknowledges and agrees that the fees to be paid to the Remarketing Agents in connection with any Reset Date shall be calculated consistent with and at a rate no higher than as set forth in Appendix E and agreed upon by the Administrator and the Remarketing Agents, and set forth in the applicable Remarketing Agency Agreement. Such fees shall be expressed as a percentage of the Outstanding Amount of the applicable class of Notes and payable except in the case of a Failed Remarketing; provided, that the obligations of the Trust to pay to the Remarketing Agents on each Reset Date the fees set forth in the applicable Remarketing Agency Agreement shall be solely payable from amounts available for distribution pursuant to Sections 2.7(a) and 2.10(b) of the Administration Agreement on each Reset Date. The Trust’s obligations to pay the fees as described in the preceding sentence shall survive until the earlier to occur of the date such fees have been paid in full or the date the Trust is terminated. The Trust will pay all expenses in connection with this Agreement, the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, to the extent funds are available for distribution pursuant to Section 17 hereof2.8 of the Administration Agreement on such Reset Date, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser including: (i) the fees preparation, printing and expenses delivery of the Mortgage Loan Sellers’ attorneys and Remarketing Prospectus (as defined below) in connection with the reasonable fees and expenses Remarketing of the Purchaser’s attorneys, Notes; (ii) the fees preparation and expenses delivery of Deloitte & Touche LLPthe Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, and such other documents as may be required in connection with the Remarketing of the Notes; (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount fees and disbursements of the Certificates Trust’s or the Administrator’s accountants, counsel and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (other advisors or agents and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementthe Indenture Trustee including, without limitation, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review fees of the Mortgage Loans to be performed by Trust’s counsel incurred in connection with the Trustee or delivery of the Custodian on its behalf, Tax Opinion (vias defined below); (iv) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred of the Remarketing Agents to the extent described in Section 3(b) below; (v) fees charged by nationally recognized statistical rating organizations, if any, if necessary to satisfy the Purchaser Rating Agency Condition; (vi) the fees payable to the Luxembourg Stock Exchange or other exchange in connection with the purchase listing of Notes subject to Remarketing on the Mortgage Loans related Reset Date on the Luxembourg Stock Exchange or other such exchange; and by Bear Xxxxxxx (vii) any other fees and expenses, if applicable, in connection with compliance with Section 7(f) below; provided, however, that if the sale holder of the Certificatesrelated Call Option has exercised such Call Option, then for each Remarketing relating to that class of Notes (including the Remarketing on which such Call Option was exercised), until the holder of the Call Option has sold all of that class of Notes, the holder of the Call Option shall be obligated to pay such expenses. EMC (on its own behalf If sufficient funds are not available pursuant to Section 2.8 of the Administration Agreement or the holder of the Call Option fails to pay such expenses, as a Mortgage Loan Seller and applicable, the Administrator shall pay such expenses on behalf of Master Funding) additionally agrees the Trust and shall be entitled to pay directly reimbursement pursuant to any third party on a timely basis Section 2.8 of the fees provided for above which are charged by such third party and which are billed periodicallyAdministration Agreement.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a6(i) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, the Indenture, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(c) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counselcounsel for the Underwriters in connection with, securing any required review by the Financial Industry Regulatory Authority (“FINRA”) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with the Indenture and the Securities; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and accountants in connection with the registration of the Shares and the Preferred Shares under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus, the Time of Sale Prospectus, the Final Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by the Company, and amendments and supplements to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Shares and the Preferred Shares; (iii) all reasonable expenses in connection with the qualification of the Shares and the Preferred Shares for offering and sale under state securities and insurance securities laws as provided in Section 5(e) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Shares; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Shares; (vi) the expenses for printing or otherwise reproducing cost of preparing and filing the CertificatesCertificate of Designations with the Secretary of State of the State of Delaware and the cost of preparing the Shares, the Prospectus Preferred Shares and Depositary Receipts, including any stock or other transfer taxes and any stamp or other duties payable upon the Prospectus Supplementsale, issuance or delivery of the Shares to the Underwriters; (vii) the fees and expenses of each Rating Agency (both initial and ongoing), any transfer agent or registrar; (viii) the fees and expenses relating to of the preparation Depositary and recordation the fees and disbursements of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from counsel for the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and Depositary; (ix) Mortgage File due diligence the fees and expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase preparation and filing of the Mortgage Loans registration statement on Form 8-A relating to the Preferred Stock and by Bear Xxxxxxx in connection with all expenses and application fees related to the sale listing of the CertificatesShares on the NYSE; (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. EMC (on its It is understood, however, that, except as provided in this Section, Section 8 and Section 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, transfer taxes on resale of any of the Shares by such third party them, and which are billed periodicallyany advertising expenses connected with any offers they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a6(i) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus, the Time of Sale Prospectus, the Final Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by the Company, and amendments and supplements to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(e) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any Trustee, Paying Agent or Transfer Agent and ongoing), (viii) the fees and expenses relating to the preparation and recordation disbursements of mortgage assignments (including intervening assignmentscounsel for any such Trustee, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee Paying Agent or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Transfer Agent in connection with the purchase Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject The Borrower agrees (a) to Section 17 hereofpay or reimburse the Agent, EMC the Collateral Agent, the Arrangers (on its own behalf as a Mortgage Loan Seller and on behalf without duplication) and, in the case of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, clause (ii) following the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this AgreementClosing Date, the Pooling Required Lenders for all reasonable and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee documented or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other invoiced out-of-pocket costs and expenses associated with (i) the syndication of the Closing Date Term Loan Facility and the Term Loan Facility and (ii) the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs and (b) to pay or reimburse the Agent, the Collateral Agent and the Required Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Purchaser in connection with the purchase enforcement of any rights or remedies under this Agreement or the other Loan Documents (such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs) (but including, for the avoidance of doubt, any costs and expenses of the Mortgage Loans Agent and the Collateral Agent arising from the administration and maintenance of the pledge of titled collateral to the Collateral Agent, including, but not limited to, the retention of a sub-agent engaged by Bear Xxxxxxx the Collateral Agent in connection with therewith). Subject to the sale limitations above, the foregoing costs and expenses shall include all reasonable and documented or invoiced search, filing, recording and title insurance charges and fees related thereto. The agreements in this Section 14.7 shall survive the Termination Date and repayment of all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (20) Business Days of receipt by the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf Borrower of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by an invoice relating thereto setting forth such third party and which are billed periodicallyexpenses in reasonable detail.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Xxxxx in connection with the sale of the Offered Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(c) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Financial Industry Regulatory Authority of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a6(i) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Subsequent Transfer Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing closing of the transactions contemplated hereby and (C) review of the Subsequent Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (viiiv) the fees and expenses of each Rating Agency (both initial and ongoing), (viiiv) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixvi) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Subsequent Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesLoans. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any Trustee, Paying Agent or Transfer Agent and ongoing), (viii) the fees and expenses relating to the preparation and recordation disbursements of mortgage assignments (including intervening assignmentscounsel for any such Trustee, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee Paying Agent or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Transfer Agent in connection with the purchase Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Xxxxx in connection with the sale of the Offered Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to Section 17 hereofthe preparation and filing of the Registration Statement, EMC (on its own behalf as a Mortgage Loan Seller and any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of Master Funding) shall pay on the Closing Date of, used by, or such later date as may be agreed referred to by the Purchaser Company, and all amendments and supplements thereto, (iii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the Mortgage Loan Sellers’ attorneys provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees Underwriters’ counsel in connection therewith and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with the preparation of any “blue sky” and legal investment matterssurvey of Blue Sky laws, (v) expenses incident to the fees printing and expenses delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Trustee which shall include without limitation the fees Registration Statement and expenses all amendments thereto and of the Trustee (Prospectus, each preliminary prospectus, and the fees all amendments and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfsupplements thereto, (vi) the expenses for printing or otherwise reproducing fees and expenses, if any, incurred with respect to any applicable filing with the Certificates, the Prospectus and the Prospectus SupplementFinancial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of each Rating Agency (both initial any Underwritten Securities on the NYSE and ongoing), (viii) if applicable, the fees and expenses relating of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the preparation and recordation Company for the stated amount of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket its expenses incurred by the Purchaser in connection with the purchase of transactions contemplated by the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Terms Agreement.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of PurchaserDepositor’s Registration Statement based on the aggregate original principal amount of the Certificates Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Indenture Trustee which shall include without limitation the fees and expenses of the Indenture Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Certificates Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfIndenture Trustee, (vi) the expenses for printing or otherwise reproducing the CertificatesNotes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Indenture Trustee) from the Mortgage Loan Seller to the Indenture Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesNotes. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the Remarketing Agents that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Remarketing Agents and dealers; (ii) the cost of printing or producing the Transaction Documents, any Blue Sky Survey and any other documents in connection with the Remarketing of the Remarketed Securities; (iii) all expenses in connection with the qualification of the Remarketed Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 3(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Remarketing Agents in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document counsel for the Remarketing Agents in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Financial Industry Regulatory Authority of the Mortgage Loans to be performed terms of the sale of the Remarketed Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Remarketed Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Remarketed Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with the Remarketing; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating of the Company in connection with attending or hosting meetings with respect to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be this Remarketing; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 6 and 13 hereof, the Remarketing Agents will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Remarketed Securities by such third party them and which are billed periodicallyany advertising expenses connected with Remarketing of the Remarketed Securities that they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the related Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(c) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Financial Industry Regulatory Authority of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the related Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectixx xxxx the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectixx xxxx the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject Except for the costs and expenses relating to Field Examinations, which shall be covered by Section 17 hereof8.4, EMC the Borrower agrees (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) shall pay on if the Closing Date occurs, to pay or such later date as may be agreed to by reimburse the Purchaser Agent, the Collateral Agent and the Arrangers (iwithout duplication) the fees for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Mortgage Loan Sellers’ attorneys Revolving Credit Facility and the reasonable fees preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the case of the Purchaser’s attorneys, (ii) the fees legal costs and expenses of Deloitte & Touche LLP, to the Attorney Costs) and (iiib) to pay or reimburse the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Agent and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees Collateral Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses including counsel’s incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs). Subject to the limitations above, the foregoing costs and expenses shall include all reasonable and documented or invoiced search, filing, recording and title insurance charges and fees related thereto, all reasonable and documented or invoiced costs and expenses in connection with any “blue sky” the opening and legal investment matters, (v) the fees and expenses maintenance of the Trustee which Concentration Account. The agreements in this Section 14.7 shall include without limitation survive the fees Termination Date and expenses repayment of the Trustee all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (and the fees and disbursements 20) Business Days of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed receipt by the Trustee or the Custodian on its behalf, (vi) the Borrower of an invoice relating thereto setting forth such expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyreasonable detail.

Fees and Expenses. Subject (a) The Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to Section 17 hereofthe preparation and filing of the Registration Statement, EMC (on its own behalf as a Mortgage Loan Seller and any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of Master Funding) shall pay on the Closing Date of, used by, or such later date as may be agreed referred to by the Purchaser Company, and all amendments and supplements thereto, including, without limitation, the fees and expenses incident to the registration of the Securities under the Exchange Act and the Securities Act, (iii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firm, (iv) expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the Mortgage Loan Sellers’ attorneys provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees Underwriters’ counsel in connection therewith and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with the preparation of any “blue sky” and legal investment matterssurvey of Blue Sky laws, (v) expenses incident to the fees printing and expenses delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Trustee which shall include without limitation the fees Registration Statement and expenses all amendments thereto and of the Trustee (Prospectus, each preliminary prospectus, and the fees all amendments and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfsupplements thereto, (vi) the expenses for printing or otherwise reproducing fees and expenses, if any, incurred with respect to any applicable filing with the CertificatesFinancial Industry Regulatory Authority, the Prospectus and the Prospectus SupplementInc., (vii) the fees and expenses incurred in connection with the listing of each Rating Agency (both initial and ongoing)any Underwritten Securities on the NYSE, (viii) the fees and expenses relating to associated with obtaining ratings for the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title Securities from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be nationally recognized statistical rating organizations and (ix) Mortgage File due diligence if applicable, the fees and expenses and other out-of-pocket of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for the stated amount of its expenses incurred by the Purchaser in connection with the purchase of transactions contemplated by the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Terms Agreement.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with each of the Underwriters that the Company will pay or cause to Section 17 hereof, EMC be paid the following: (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (ia) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Underwriters in connection with the purchase transactions contemplated hereby (regardless of whether the sale of the Mortgage Loans Shares is consummated), including, without limitation, disbursements, fees and by Bear Xxxxxxx expenses of the Underwriters’ counsel (in an amount not to exceed $125,000), and marketing, syndication and travel expenses; (b) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Permitted Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (c) the cost of closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (d) all fees and expenses in connection with listing the Shares on the Nasdaq Capital Market; (e) the cost of preparing stock certificates; (f) the cost and charges of any transfer agent or registrar; (g) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; (h) the filing fees incident to securing any required review by FINRA of the terms of the sale of the Certificates. EMC Shares; (on i) all costs, expenses, fees and disbursements incurred or made in connection with matters related to the Reserved Shares which are designated by the Company for sale to the Invitees; and (j) all other costs and expenses incident to the performance of its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees obligations hereunder which are not otherwise specifically provided for above which are charged by such third party and which are billed periodicallyin this Section 6.

Fees and Expenses. Subject 2.1 The Fund agrees to Section 17 hereofpay all costs and expenses incident to the Offering, EMC whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes incurred in connection with: (on its own behalf a) the preparation and filing of the Registration Statement (including, without limitation, the financial statements, exhibits, schedules and consents filed therewith) and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Fund’s legal counsel and independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under laws of the jurisdictions that the Fund shall designate as a Mortgage Loan Seller appropriate and on behalf the printing and furnishing of Master Fundingcopies of any legal investment surveys to the Dealer Manager; (e) shall pay on the Closing Date or such later date as may be agreed filing for review by FINRA of all necessary documents and information relating to by the Purchaser Offering and the Offered Shares (iincluding the reasonable legal fees, filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Mortgage Loan Sellers’ attorneys Offered Shares and miscellaneous expenses referred to in the reasonable fees Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the PurchaserAdviser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of PurchaserSub-Adviser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as employees in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) making road show presentations with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing Offering; and (Ch) review the performance of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and Fund’s other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyobligations hereunder.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Subsequent Transfer Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee Trustee, which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing closing of the transactions contemplated hereby and (C) review of the Subsequent Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (viiiv) the fees and expenses of each Rating Agency (both initial and ongoing), (viiiv) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixvi) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Subsequent Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesLoans. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the L-19 fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company agrees to Section 17 hereofpay the costs and expenses relating to the following matters: (i) the preparation, EMC printing or reproduction and filing with the Commission of the Registration Statement (including the financial statements therein and the exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance or the sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any other underwriting-related agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the listing of the Securities on its own behalf as a Mortgage Loan Seller the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings, which fees, together with the counsel fees described in subparagraph (vi) shall not exceed $5,000); (viii) the transportation and other expenses incurred by or on behalf of Master Funding) shall pay on Company representatives in connection with presentations to prospective purchasers of the Closing Date or such later date as may be agreed to by the Purchaser Securities; (iix) the fees and expenses of the Mortgage Loan Sellers’ attorneys Company's accountants and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, counsel (iiiincluding local and special counsel) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Company; and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (ivx) the fees all other costs and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) incident to the performance by the Company of its obligations hereunder. Each Selling Stockholder agrees to pay the fees and expenses of the Trustee which shall include without limitation the fees its counsel (including local and expenses of the Trustee (and the fees and disbursements of its special counsel) with respect to (A) legal and document review of this Agreementall costs and expenses, the Pooling and Servicing Agreementother than those set forth above, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating incident to the preparation and recordation performance of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyhis obligations hereunder.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Indenture Trustee which shall include without limitation the fees and expenses of the Indenture Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Certificates Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the CertificatesNotes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Indenture Trustee) from the Mortgage Loan Seller to the Indenture Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesNotes. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan each Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company will pay all costs, fees, and expenses arising in connection with the sale of any Securities through the Banks in their capacity as agents or to Section 17 hereof, EMC (on its own behalf the Banks in their capacity as a Mortgage Loan Seller underwriters and on behalf of Master Funding) shall pay on in connection with the Closing Date or such later date as may be agreed to performance by the Purchaser Banks of their related obligations hereunder and under any Terms Agreement, including the following: (ia) expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus, any free writing prospectus and the Time of Sale Prospectus and all amendments and supplements thereto, (b) expenses incident to the issuance and delivery of such Securities, (c) the fees and expenses disbursements of the Mortgage Loan Sellers’ attorneys Company’s Counsel, the Tax Counsel, the Company’s Auditors and the Trustee, (d) expenses incident to the qualification of such Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 8(d) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneysBanks’ Counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws (a “Blue Sky Survey”), (iie) expenses incident to the printing and delivery to the Banks, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto, of the Prospectus and all amendments and supplements thereto, and of the Time of Sale Prospectus and all amendments and supplements thereto, (f) expenses incident to the printing and delivery to the Banks, in such quantities as each Bank shall reasonably request, of copies of the Indenture, any Warrant Agreement, any Unit Agreement and any Blue Sky Survey, (g) any fees charged by rating agencies for the rating of such Securities, (h) the fees and expenses expenses, if any, incurred with respect to any applicable filing with the National Association of Deloitte & Touche LLPSecurities Dealers, and (iiii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the reasonable fees and disbursements of its counsel) the Banks’ Counsel incurred in connection with respect to (A) legal the offering and document review sale of this Agreementsuch Securities, including reasonable fees for the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review issuance of the Mortgage Loans any opinion to be performed delivered by the Trustee or the Custodian on its behalfBanks’ Counsel hereunder; provided, (vi) the expenses for printing or otherwise reproducing the Certificateshowever, the Prospectus that each Bank will pay all costs, fees, and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser such Bank in connection with the purchase of Securities by such Bank for its own account or with respect to the Mortgage Loans resale of Securities purchased by such Bank in its capacity as underwriter hereunder, including all transfer taxes, advertising expenses, and by Bear Xxxxxxx in connection with the sale fees and expenses of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf Banks’ Counsel incident to the resale of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallySecurities.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Subsequent Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses filing fee charged by the Commission for the registration of Deloitte & Touche LLPthe Certificates, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (viv) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Subsequent Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (viv) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (viivi) the fees and expenses of each Rating Agency (both initial and ongoing), (viiivii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixviii) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Subsequent Mortgage Loans and by Bear Xxxxxxx Xxxxx in connection with the sale of the Offered Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the related Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Merrill Lynch in connection with the sale of the Offered Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Xxx Xexxxx additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC The Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC The Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a6(i) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay agreex xx xxy directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Indenture Trustee which shall include without limitation the fees and expenses of the Indenture Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Certificates Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans HELOCs to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the CertificatesNotes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Indenture Trustee) from the Mortgage Loan Seller to the Indenture Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans HELOCs and by Bear Xxxxxxx in connection with the sale of the CertificatesNotes. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject Except as set forward in the following sentence, all fees and expenses incurred in connection with this Agreement, each other Transaction Agreement, the Merger and the consummation of the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. In the event that the Merger is consummated, SpinCo shall be responsible for (and shall reimburse prior to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on or at the Closing Date any other Person in respect of) (a) all out of pocket, third party fees and expenses related to the borrowing and/or issuance of the SpinCo Debt, including all underwriting, sale, distribution, placement, commitment, ticking, funding, upfront or other fees and all indemnity claims, whether incurred prior to or subsequent to Closing, other than in each case any fees and expenses of each party’s counsel, accountants, consultants and other advisors and (b) all printing and mailing costs associated with the SpinCo Registration Statements, the BellRing Proxy Statement and any SEC filing fees relating to the Transactions; provided that in the event that the Merger is not consummated, such later fees and expenses shall be borne by Post and BellRing pro rata in proportion to their indirect ownership of BellRing LLC Units as of the date hereof (with any reimbursements paid as may promptly as practicable following any termination of this Agreement prior to the occurrence of the Closing). For the avoidance of doubt, Post shall solely be agreed responsible for all out of pocket, third party fees and expenses related to by the Purchaser borrowing and/or issuance of the Debt Exchange and (i) the financial advisory fees of JPM, Evercore and expenses any other advisors required to be set forth on Section 5.6 of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneysPost Disclosure Schedule, (ii) the legal fees and expenses of Deloitte Xxxxxx Xxxxxxxx Xxxxx & Touche Xxxxxxxx LLP, (iii) the fee for the use fees of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Ernst & Young LLP (“EY”) and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any of PricewaterhouseCoopers LLP (“blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counselPwC”) with respect to advice and services to Post; and BellRing shall solely be responsible for (A) legal and document review the financial advisory fees of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreementsLazard incurred by BellRing, (B) attendance at the Closing legal fees of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees of PwC with respect to advice and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating services to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyBellRing.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Grantor Trustee which shall include without limitation the fees and expenses of the Grantor Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Trust Agreement, the Indenture, the Servicing Agreement, the Certificates Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfGrantor Trustee, (vi) the expenses for printing or otherwise reproducing the CertificatesNotes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Grantor Trustee) from the Mortgage Loan Seller to the Grantor Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesNotes. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Xxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC The Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Subsequent Transfer Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing closing of the transactions contemplated thereby and (C) review of the Subsequent Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viiivii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ixviii) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Subsequent Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesLoans. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company will pay all costs, fees, and expenses arising in connection with the sale of any Securities through the Underwriters and in connection with the performance by the Underwriters of its related obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to Section 17 hereofthe preparation and filing of the Registration Statement, EMC (on its own behalf as a Mortgage Loan Seller and any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of Master Funding) shall pay on the Closing Date of, used by, or such later date as may be agreed referred to by the Purchaser Company, and all amendments and supplements thereto, (iii) expenses incident to the issuance and delivery of such Securities, (iii) the fees and expenses disbursements of the Mortgage Loan Sellers’ attorneys Company’s Counsel and the Company’s Auditors, (iv) expenses incident to the qualification of such Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees Underwriters’ Counsel in connection therewith and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with the preparation of any survey of Blue Sky laws (a “blue sky” and legal investment mattersBlue Sky Survey”), (v) expenses incident to the fees printing and expenses delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Trustee which shall include without limitation the fees Registration Statement and expenses all amendments thereto and of the Trustee (Prospectus, each preliminary prospectus, and the fees all amendments and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfsupplements thereto, (vi) expenses incident to the expenses for printing or otherwise reproducing and delivery to the CertificatesUnderwriters, in such quantities as the Prospectus and the Prospectus SupplementUnderwriters shall reasonably request, of copies of any Blue Sky Survey, (vii) the fees and expenses expenses, if any, incurred with respect to any applicable filing with the National Association of each Rating Agency (both initial and ongoing)Securities Dealers, (viii) the fees and expenses relating to incurred in connection with the preparation and recordation listing of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from Underwritten Securities on the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be New York Stock Exchange and (ix) Mortgage File due diligence if applicable, the fees and expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with trustee under the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Indenture.

Fees and Expenses. Subject to Section 17 hereof9.3(c), EMC (on its own behalf as a Mortgage Loan Seller all fees and on behalf expenses incurred in connection with this Agreement, each other Transaction Agreement, the Merger and the consummation of Master Funding) the Transactions shall pay on the Closing Date or such later date as may be agreed to paid by the Purchaser party incurring such fees or expenses, whether or not the Merger is consummated; provided that all fees and expenses incurred by Liberty, SplitCo and Merger Sub in connection with this Agreement, each other Transaction Agreement, the Merger and the consummation of the Transactions shall be borne by SplitCo by virtue of such fees and expenses being attributed to Liberty SiriusXM and transferred to SplitCo in the Restructuring. Notwithstanding anything to the contrary contained herein, (i) SplitCo will pay for the fees total SEC filing fee as well the printing and expenses mailing of the Mortgage Loan Sellers’ attorneys Prospectus / Proxy Statement to the holders of SiriusXM Common Stock and Liberty SiriusXM Common Stock; provided, that, if this Agreement is validly terminated prior to the reasonable fees and expenses Closing, SiriusXM will, within two (2) Business Days of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review such termination of this Agreement, reimburse SplitCo for the Pooling cost of such SEC filing fee applicable to the Form S-4, which is attributable to the shares of SplitCo Common Stock to be issued to the holders of SiriusXM Common Stock in the Merger, and Servicing Agreement, the Certificates cost of the printing and related agreements, (B) attendance at mailing of the Closing Prospectus / Proxy Statement applicable to the holders of SiriusXM Common Stock and (Cii) review each of Liberty and SiriusXM shall bear fifty percent (50%) of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser payable in connection with the purchase of filings to be made pursuant to Section 6.6 to obtain the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyRequisite FCC Approvals.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, the Certificate of Designations, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(c) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Financial Industry Regulatory Authority of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any transfer agent and ongoing), the fees and disbursements of counsel for any such transfer agent in connection with the Certificate of Designations and Securities sold and delivered pursuant to any Pricing Agreement; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ ' attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a6(i) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche PriceWaterhouseCoopers LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee fees of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus, the Free Writing Prospectus and the Prospectus Supplement, and (vii) the fees and expenses of each Rating Agency (both initial and ongoing). The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically. Subject to Section 16 hereof, the Purchaser shall pay on the Closing Date or such later date as may be agreed to by the Mortgage Loan Seller (viiii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to Seller’s attorneys, (ii) the Trustee or the fees and expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Deloitte & Touche LLP and (ixiii) the Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx the Underwriters in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) The Purchaser additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLPLLP and the fees and expenses of all other certified public accounting firms providing letters regarding information contained in the Prospectus, the Prospectus Supplement and the PPM, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates offered publicly and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee (and the Delaware Trustee) which shall include without limitation the all related fees and expenses of the Trustee (and the fees and disbursements of its counseltheir counsels) with respect to (A) legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the fees and expenses of the Master Servicer and Securities Administrator which shall include without limitation all related fees and expenses (and the fees and disbursements of its counsel) with respect to legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the expenses for printing or otherwise reproducing the Certificates, the Prospectus, the Prospectus Supplement and the Prospectus SupplementPPM, (viiviii) the fees and expenses of each of the Rating Agency Agencies (both initial and ongoing), (viiiix) the fees and expenses relating to the preparation and recordation of mortgage assignments assignments, if required, (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixx) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx the Underwriters and the Initial Purchaser in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLPllp, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectixx xxxx the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a6(i) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on On the Closing Date Date, El Paso shall have paid, caused to be paid or such later date as may be agreed to by the Purchaser provided for payment of (i) the out-of-pocket expenses and fees due and expenses of payable through the Mortgage Loan Sellers’ attorneys Closing Date, the trustee fees for the first year, payable to the Share Trustee under the Share Trust Agreement, the indenture trustee fees for the first year, payable to the Indenture Trustee under the Indenture, the collateral agent fees for the first year, payable to the Collateral Agent under the Collateral Agreement and the reasonable fees and expenses of counsel to such Persons through the Purchaser’s attorneysClosing Date, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by and fees due and payable through the Purchaser Closing Date of the Fiscal Agent, the Securities Intermediary, the Paying Agents (as defined in connection the Indenture) and the reasonable fees and expenses of counsel to such Persons through the Closing Date, (iii) the out-of-pocket expenses and fees due and payable through the Closing Date of CSFB and the reasonable fees and expenses of counsel to CSFB through the Closing Date, (iv) the out-of-pocket expenses of the Class A Shareholder and the reasonable fees and expenses of counsel to the Class A Shareholder through the Closing Date, in each case, in accordance with the purchase funding memorandum dated as of the Mortgage Loans Closing Date and by Bear Xxxxxxx in connection with to the sale of extent an invoice therefor has been delivered to El Paso or CSFB (to be delivered to El Paso) at least one Business Day before the Certificates. EMC Closing Date and (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundingv) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyall other Closing Costs.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLPLLP and the fees and expenses of all other certified public accounting firms providing letters regarding information contained in either the Prospectus or the PPM, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee (and the Delaware Trustee) which shall include without limitation the all related fees and expenses of the Trustee (and the fees and disbursements of its counseltheir counsels) with respect to (A) legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the fees and expenses of the Master Servicer and Securities Administrator which shall include without limitation all related fees and expenses (and the fees and disbursements of its counsel) with respect to legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the expenses for printing or otherwise reproducing the Certificates, the PPM, the Prospectus and the Prospectus Supplement, (viiviii) the fees and expenses of each the Rating Agency (both initial and ongoing), (viiiix) the fees and expenses relating to the preparation and recordation of mortgage assignments assignments, if required, (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixx) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically. Notwithstanding the forgoing, the Mortgage Loan Seller shall only pay those fees and expenses related to its Mortgage Loans. In no event shall the Mortgage Loan Seller be responsible for any fees and expenses relating the sale and transfer of any other mortgage loans by any other mortgage loan seller. To the extent the above fees and expenses are calculated in the aggregate with any other mortgage loans from any other mortgage loan seller, the Mortgage Loan Seller shall only be responsible for its proportional share equal to a percentage of Mortgage Loans sold and transferred hereunder with respect to the aggregate mortgage loans sold to the Trust Fund.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(c) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Financial Industry Regulatory Authority of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. The Underwriters covenant and other agree with the Company that the Underwriters will reimburse or cause to be reimbursed the reasonable out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans Company, including the fees and by Bear Xxxxxxx in connection with the sale disbursements of their counsel, up to an amount not to exceed 0.05% of the Certificatesprincipal amount of Securities sold. EMC (on its Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectiox xxxx the sale of the Certificates. EMC The Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(c) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky Survey, and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, insurance securities laws; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Financial Industry Regulatory Authority of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any transfer agent and ongoing), the fees and disbursements of counsel for any such transfer agent in connection with the Securities issued pursuant to any Pricing Agreement; (viii) any travel expenses of the fees Company’s officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments[Reserved], if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Merrill Lynch in connection with the sale of the Offered Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Xxx Xexxxx additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLPllp, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the related Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf The Administrative Agent shall have received by wire transfer of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser immediately available funds (i) for the fees account of each Term Lender that has consented to this Agreement and expenses the Restated Credit Agreement and has delivered a counterpart signature page to this Agreement to the Administrative Agent (or its designee) on or prior to 2:00 p.m. (EDT) on March 28, 2012, a nonrefundable fee equal to 0.10% of the Mortgage Loan Sellers’ attorneys and principal amount of such Lender’s Term Loans under the reasonable fees and expenses Original Credit Agreement outstanding as of the Purchaser’s attorneysRestatement Date, (ii) for the fees account of each Extending Initial Term Lender that has consented to this Agreement and expenses the Restated Credit Agreement and has delivered a counterpart signature page to this Agreement to the Administrative Agent (or its designee) on or prior to 2:00 p.m. (EDT) on March 28, 2012, a nonrefundable fee equal to 0.15% of Deloitte & Touche LLPthe principal amount of such Extending Initial Term Lender’s Extended Initial Term Loans converted on the Restatement Date, (iii) the fee for the use ratable benefit of Purchaser’s Registration Statement based each Tranche E Term Lender that has consented to this Agreement and the Restated Credit Agreement and has delivered a counterpart signature page to this Agreement to the Administrative Agent (or its designee) on or prior to 2:00 p.m. (EDT) on March 28, 2012, a nonrefundable fee equal to 1.00% of the principal amount of Tranche E Term Loans funded on the Restatement Date (it being understood that such fee will take the form of original issue discount on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect Tranche E Term Loans funded on the date on which the Registration Statement was declared effective, Restatement Date) and (iv) the all fees and expenses including counsel’s fees other amounts due and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee payable on or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating prior to the preparation and recordation of mortgage assignments (including intervening assignmentsRestatement Date, if any and if availableas well as, to evidence a complete chain the extent invoiced on or before the Restatement Date, reimbursement or other payment of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other all out-of-pocket expenses incurred required to be reimbursed or paid by the Purchaser Borrower in connection with the purchase Restated Credit Agreement or under any Loan Document (including all reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel to the Mortgage Loans and by Bear Xxxxxxx Administrative Agent, incurred in connection with this Agreement and the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.Restated Credit Agreement);

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfCustodian, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectixx xxxx the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with the sale of the xx xxx Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the related Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC The Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master FundingSeller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the related Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Grantor Trustee which shall include without limitation the fees and expenses of the Grantor Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Trust Agreement, the Indenture, the Servicing Agreement, the Certificates Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfGrantor Trustee, (vi) the expenses for printing or otherwise reproducing the CertificatesNotes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Grantor Trustee) from the Mortgage Loan Seller to the Grantor Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the CertificatesNotes. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus, the Time of Sale Prospectus, the Final Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by the Company, and amendments and supplements to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(e) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any Trustee, Paying Agent or Transfer Agent and ongoing), (viii) the fees and expenses relating to the preparation and recordation disbursements of mortgage assignments (including intervening assignmentscounsel for any such Trustee, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee Paying Agent or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Transfer Agent in connection with the purchase Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject At the Closing, the Company has agreed to Section 17 hereofreimburse Xxxxx Xxxx & Xxxxxx LLP the non-accountable sum of $80,000 for its legal fees and expenses. Except as expressly set forth in the Transaction Documents to the contrary, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) each party shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the Mortgage Loan Sellers’ attorneys negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the reasonable fees Company and expenses of the any exercise notice delivered by a Purchaser’s attorneys), (ii) the fees stamp taxes and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates other taxes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses duties levied in connection with the delivery of any “blue sky” and legal investment mattersSecurities to the Purchasers. In addition to the Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, Depositary Fees, DTC fees or broker’s commissions (other than for Persons engaged by any Purchaser) relating to or arising out of the transactions contemplated hereby (including, without limitation, (vx) any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement and (y) any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), and any stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. The Company shall pay, and hold each Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the purchase of the Mortgage Loans and by Bear Xxxxxxx Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Securities to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyPurchasers.

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Subsequent Transfer Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing closing of the transactions contemplated hereby and (C) review of the Subsequent Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (viiiii) the fees and expenses of each Rating Agency (both initial and ongoing), (viiiiv) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixv) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Subsequent Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the CertificatesLoans. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLPllp, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Sxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Remarketing Agents that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Debentures under the Act and all other expenses in connection with the preparation, printing, filing and distribution of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Remarketing Agents and dealers; (ii) the cost of printing or producing this Remarketing Agreement, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Debentures; (iii) all expenses in connection with the qualification of the Debentures for offering and sale under state securities laws and insurance securities laws as provided in Section 3(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Remarketing Agents in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky Survey; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersincident to, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counselcounsel for the Remarketing Agents in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed terms of the sale of the Debentures; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Debentures; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Debentures; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with this Remarketing Agreement and the Debentures; (viii) any travel expenses of the fees Company's officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Debentures; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees Company hereunder which are not otherwise specifically provided for above which are charged by such third party and which are billed periodicallyin this Section 4.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any Trustee, Paying Agent or Transfer Agent and ongoing), (viii) the fees and expenses relating to the preparation and recordation disbursements of mortgage assignments (including intervening assignmentscounsel for any such Trustee, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee Paying Agent or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Transfer Agent in connection with the purchase Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject to Section 17 hereofWhether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) the Company shall pay on or cause to be paid all expenses incident to the Closing Date or such later date as may be agreed to by the Purchaser performance of its obligations under this Agreement, including: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and the Company’s accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Registration Statement, any Final Preliminary Prospectus, the Final Prospectus and all amendments and supplements thereto, including all printing costs associated therewith, and the delivering of copies thereof to the Underwriter, in the quantities herein above specified; (ii) all costs and expenses related to the transfer and delivery of the Depositary Shares to the Underwriter, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(e) hereof, including filing fees and the reasonable fees and disbursements of counsel to the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum; (iv) the registration of the Depositary Shares under the Exchange Act and the listing of the Depositary Shares on the New York Stock Exchange; (v) any filing required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Purchaser’s attorneys, Underwriter relating to such filing); (iivi) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount cost of the Certificates preparation, issuance and the filing fee delivery of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, Securities; (v) the fees costs and charges of any depositary, registrar or transfer agent; and (vii) all other costs and expenses incident to the performance of the Trustee which shall include without limitation the fees and expenses obligations of the Trustee (Company hereunder for which provision is not otherwise made in this Section 6. It is understood, however, that except as provided in this Section 6, Section 8 and Section 10 below, the Underwriter will pay all of its costs and expenses, including fees and disbursements of its counsel) with respect to (A) legal and document review , transfer taxes payable on resale of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review any of the Mortgage Loans to be performed Depositary Shares by the Trustee or the Custodian on its behalf, (vi) the it and any advertising expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if connected with any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case offers it may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallymake.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectixx xxxx the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s 's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx Stearns in connection with connectixx xxxx the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the ----------------- several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any Trustee, Paying Agent or Transfer Agent and ongoing), (viii) the fees and expenses relating to the preparation and recordation disbursements of mortgage assignments (including intervening assignmentscounsel for any such Trustee, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee Paying Agent or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Transfer Agent in connection with the purchase Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject The Company will pay all expenses incident to Section 17 hereofthe performance of its obligations under this Agreement, EMC (on its own behalf as a Mortgage Loan Seller any Pricing Agreement and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser Securities, including (i) the fees printing and expenses filing of the Mortgage Loan Sellers’ attorneys Registration Statement as originally filed and of each amendment thereto, the ADR Registration Statement, any Free Writing Prospectus, the Prospectus and any Preliminary Prospectus (or any amendments or supplements thereto), and the reasonable fees and expenses cost of furnishing copies thereof to the Purchaser’s attorneys, Underwriters; (ii) the fees printing, if any, of this Agreement, the Pricing Agreement, the ADR Deposit Agreement, the ADRs and expenses of Deloitte & Touche LLP, the Blue Sky Survey; (iii) the fee printing or reproduction, preparation, issuance and delivery of the certificates, if any, for the use of Purchaser’s Registration Statement based on Securities or the aggregate original principal amount ADRs to (or at the direction of) the Underwriters or the ADR Depositary, including any stock transfer or other taxes or duties payable upon the delivery of the Certificates and Preference Shares to the filing fee ADR Depositary or the sale of such Securities or the Commission as in effect on ADRs to the date on which the Registration Statement was declared effective, Underwriters; (iv) the fees and expenses including counseldisbursements of the Company’s fees counsel and expenses in connection with any “blue sky” and legal investment matters, accountants; (v) the fees and expenses qualification of the Trustee which shall include without limitation Securities under the applicable securities laws in accordance with the provisions of Section 4(j) hereof, including filing fees and expenses of the Trustee (and the fees and disbursements of its counsel) counsel for the Underwriters in connection therewith in an aggregate amount not in excess of $[•] with respect to a particular issue of the Securities and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey; (Avi) legal the delivery to the Underwriters of copies of the Blue Sky Survey, if any; (vii) any costs, fees and document review charges of the ADR Depositary in connection with the issuance and delivery of Preference Shares to the ADR Depositary and ADSs to the registered holders thereof and all other costs, fees and charges of the ADR Depositary and any transfer agent or registrar; (viii) all expenses and listing fees in connection with the listing of the Securities, if any, and the clearance and settlement of the Securities through the facilities of DTC; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses incurred in connection with the filing of any materials with the National Association of Securities Dealers, Inc., if any; (xi) any fees associated with a Bloomberg roadshow presentation and; (xii) any United Kingdom stamp duty, stamp duty reserve tax or similar tax or duty imposed by the United Kingdom or any political subdivision thereof upon the original issuance by, or on behalf of, the Company of the Securities or the ADRs, the initial delivery of the Securities or the ADRs to the initial subscribers, the deposit of the Preference Shares under the ADR Deposit Agreement by the Company, the subscription by the Underwriters for the Securities or the ADRs, the sale and delivery of the ADRs by the Underwriters to the initial purchasers thereof and the execution and delivery of this Agreement, the Pooling Pricing Agreement and Servicing the ADR Deposit Agreement. Whenever the Company is obliged to pay any fee, commission or other sum to the Underwriters (or any one of them) under this Agreement and any UK value added tax (“VAT”) is properly charged on it, the Certificates and related agreementsCompany shall also (in addition to the fee, commission or other sum) pay to the Underwriters (Bor any one of them) attendance at an amount equal to the Closing and VAT charged on receipt of a valid VAT invoice. Whenever the Company is obliged to pay a sum to the Underwriters (Cor any one of them) review under this Agreement in respect of any fee, cost, charge or expense (a “Relevant Cost”) which does not fall within the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificatespreceding paragraph, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating Company shall also pay to the preparation and recordation Underwriters (or any one of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.them):

Fees and Expenses. Subject to Section 17 hereofthe terms of and limitations set forth in the engagement letter dated as of July 1, EMC (on its own behalf as a Mortgage Loan Seller 2022 between Greensledge and on behalf of Master Funding) shall pay GC Advisors LLC, the Issuer covenants and agrees, that it will pay, or cause to be paid, on the Closing Date or such later date as may be agreed to by from the Purchaser (i) the fees and expenses proceeds of the Mortgage Loan Sellers’ attorneys sale and the reasonable fees and expenses incurrence of the Purchaser’s attorneysNotes, (ii) all expenses incident to the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount performance of the Certificates Issuer under the Transaction Documents, including: the preparation and the filing fee printing of the Commission Offering Circular, and all amendments and supplements thereto (except as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s otherwise provided herein); all fees and expenses in connection with the qualification of the Placed Notes for offering and sale under applicable securities laws as provided herein, including any “"blue sky” " and legal investment mattersmemoranda and any other agreements or documents in connection with the offering, (v) the fees purchase, sale and expenses delivery of the Trustee which shall include without limitation the fees and expenses of the Trustee (and Placed Notes; the fees and disbursements of Cxxxx Hxxx PLC, as Delaware counsel to the Issuer, Dechert LLP, U.S. counsel to the Issuer, Pxxx Xxxxxxxx LLP, counsel to the Placement Agents, and Cxxxxxx and Cxxxxx LLP, counsel to KeyBanc; the fees and disbursements of Issuer's accountants, if any; the fees and disbursements of the Collateral Trustee and its counsel) with respect to (A) legal ; the fees and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review disbursements of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus Collateral Manager and the Prospectus Supplement, (vii) Dechert LLP; the fees and expenses incurred in connection with obtaining ratings for the Secured Notes required or expected to be rated as of each Rating Agency (both initial and ongoing), (viii) the fees Closing Date as specified in the Final Offering Circular; all costs and expenses incurred in the preparation, issuance, printing and delivery of the Transaction Documents and all other documents relating to the preparation issuance, purchase, placement and recordation sale of mortgage assignments (including intervening assignments, if the Notes; any investor discounts that the Placement Agents and if available, to evidence a complete chain of title from the originator Collateral Manager agree will be borne by the Issuer; and all other costs and expenses incident to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred performance by the Purchaser Issuer of its various obligations hereunder which are not otherwise specifically provided for in this Section 5. The Issuer will also pay or cause to be paid any transfer, stamp or value added taxes payable in connection with the purchase transactions contemplated hereby. Such payments shall be made promptly by wire transfer of immediately available funds to an account specified by the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyPlacement Agents.

Fees and Expenses. Subject Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on or cause to be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys counsel and accountants for the Company in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable), amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 8(g) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Blue Sky or legal investment memorandum; (iv) any reasonable fees charged by securities rating services for rating the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, Securities; (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses any agent of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the counsel for any Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase Indenture and the Securities; and (vi) all filing fees and the reasonable fees and disbursements of counsel to the Mortgage Loans and by Bear Xxxxxxx Underwriters incurred in connection with the sale review and qualification of the Certificatesoffering of the Securities by the Financial Industry Regulatory Authority, and all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 6. EMC (on its It is understood, however, that, except as provided in this Section 6, Section 7 and Section 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, transfer taxes on the transfer of any of the Securities by such third party them, and which are billed periodically.any advertising expenses connected with any offers they may make;

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the applicable Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus, the Time of Sale Prospectus, the Final Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by the Company, and amendments and supplements to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(e) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any Trustee, Paying Agent or Transfer Agent and ongoing)the fees and disbursements of counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Indenture and the Securities; (viii) the all expenses and application fees and expenses relating related to the preparation and recordation listing of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to Securities on the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be New York Stock Exchange; and (ix) Mortgage File due diligence all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and other out-of-pocket expenses incurred by Section 10 hereof, the Purchaser in connection with Underwriters will pay all of their own costs and expenses, including the purchase fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.