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 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 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 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 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 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 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 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 Subadvisor shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Subadvisor in this section. In particular, EMC but without limiting the generality of the foregoing, the Subadvisor shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Subadvisor's overhead and on behalf employee costs); fees payable to the Subadvisor and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Company's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund's financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; 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 preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices 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 Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund's business) of officers, directors and recordation employees of mortgage assignments the Company who are not interested persons of the Subadvisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Company who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Subadvisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate 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 attendance at meetings of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Except for the costs and expenses relating to Field Examinations and Appraisals, which shall be covered by Section 8.4, the Borrower agrees (a) to pay or reimburse the Agent, the Collateral Agent and the Arrangers (without duplication) for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Revolving Credit Facility and 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 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 Section 17 hereofthe limitations above, 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 foregoing costs and expenses of the Mortgage Loan Sellers’ attorneys shall include all reasonable and the documented or invoiced search, filing, recording and title insurance charges and fees related thereto, all 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 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 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 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 2.1 In consideration of the Bank’s services provided hereunder, the Trusts will (a) pay to Section 17 hereof, EMC the Bank the fees set forth in the agreed upon fee schedule (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 fee schedule may be amended as agreed in a written amendment duly executed by a Trust and the Bank from time to time) and (b) reimburse the Bank for any reasonable and necessary out-of-pocket and incidental expenses incurred by the Purchaser (i) Bank in connection therewith, including but not limited to postage, forms, telephone, tabulating proxies, records storage, or advances incurred by the fees and expenses of Bank for 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) items set out in the fee for schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the use of Purchaser’s Registration Statement based on relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by 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 Bank at the Closing request or with the consent of a Trust, will be reimbursed by such Trust. 2.2 Reasonable 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 necessary out-of-pocket expenses incurred by the Purchaser Bank will be billed to a Trust based upon actual usage of a service or an allocated or derived charge for the use of the service for the benefit of the Trust. Unless otherwise agreed by the parties, the undisputed portions of such amounts will be payable to the Bank within sixty (60) days of a Trust’s receipt of the relevant invoice. The parties shall use good faith efforts to resolve any disputed portions with respect to such payments and the Trusts shall pay such disputed amounts promptly upon resolution of the dispute. Without limiting the Bank’s other rights set forth in this Agreement, the Bank may charge interest on overdue undisputed amounts at a rate then charged by the Bank to its institutional custody clients in the relevant currency. 2.3 Each Trust hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to the adviser to, or sponsor of, a Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the purchase Bank to such adviser or sponsor or to any affiliate of such Trust relating to this Agreement have been fully disclosed to the Board of Trustees of the Mortgage Loans Trust and that, if required by Bear Xxxxxxx in connection with applicable law, such Board of Trustees has approved or will approve the sale terms of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller this Agreement, 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 fees, expenses, and which are billed periodicallybenefits.

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 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 All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) 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 Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Designated Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counselexpenses, if any, applicable to any Designated Holder’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 Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (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 except as otherwise provided herein); selling commissions 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 stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf 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 Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear Xxxxxxx in connection with the sale of such Designated Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis 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 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 Investment Advisor shall not be required to Section 17 hereofpay any expenses of the Funds other than those specifically allocated to the Investment Advisor in this section 6. In particular, EMC but without limiting the generality of the foregoing, the Investment Advisor shall not be responsible for the following expenses of the Funds: organization and certain offering expenses of the Funds (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Investment Advisor's overhead and on behalf employee costs); fees payable to the Investment Advisor and to any other of Master Funding) shall pay on the Closing Date Funds' advisers or such later date as may be agreed consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to by the Purchaser (i) Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Corporation's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Administrator for maintaining the Funds' financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; 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 preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Funds; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Funds for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Funds' portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices 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 Funds; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Funds' businesses) of officers, directors and recordation employees of mortgage assignments the Corporation who are not interested persons of the Investment Advisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Corporation who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Investment Advisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate 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 attendance at meetings of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Corporation with respect to pay directly to matters concerning the Funds, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Subject 5.1 The FUND will pay all expenses incident to Section 17 hereofthe FUND's performance under this Agreement. In addition to the investment advisory fee, EMC (on subject to the expense reimbursement arrangement discussed below, each Portfolio will bear all of its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on operating expenses that are not specifically assumed by AAL, including the Closing Date or such later date as may be agreed to by the Purchaser following: (i) interest and taxes (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses for those Directors who are not "interested" persons under Section 2(a)(19) of the Act; (v) independent legal and audit expenses; (vi) fees and expenses of the Mortgage Loan Sellers’ attorneys FUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the reasonable issuance of its shares, including stock certificates and issuance of shares on the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws 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 FUND or 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 shares; (ix) Mortgage File due diligence FUND or portfolio organizational expenses; (x) fund expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which the FUND may have to indemnify its officers and Directors with respect thereto; and (xiv) cost of daily evaluation of each of the Portfolio's securities and net asset value per share. 5.2 AAL will pay all expenses incident to AAL's performance under this Agreement. In addition, AAL will bear the expenses of printing and distributing to its Certificate owners the FUND proxy materials, proxy cards and voting instruction forms (collectively "proxy information"), tabulating the results of proxy solicitations to its Certificate owners, printing and distributing to its Certificate owners the FUND prospectus, SAI, supplement, proxy material, report to shareholders, and other out-of-pocket communication to shareholders, and any expenses incurred by the Purchaser in connection associated with the purchase administration of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the its 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 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 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 All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) 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 Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission expenses incurred by any Designated Holder that are not specifically payable by the Company as in effect on described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, the date on which the Registration Statement was declared effectivefollowing: underwriting fees, (iv) the fees discounts and expenses including counselexpenses, if any, applicable to any Designated Holder’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 Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (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 except as otherwise provided herein); selling commissions 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 stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf 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 Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear Xxxxxxx in connection with the sale of such Designated Holder’s Registrable Securities other than expenses that the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject The Borrower agrees to Section 17 hereofpay to the Agent, EMC for its benefit, on demand, all costs and expenses that Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (on its own behalf as a Mortgage a) Attorney Costs; (b) costs and expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Seller Documents and on behalf of Master Fundingthe transactions contemplated thereby; (c) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the Mortgage Agent’s Liens (including costs and expenses paid or incurred by the Agent in connection with the consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of the Borrower under the Loan Sellers’ attorneys Documents that the Borrower fails to pay or take; (f) costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the reasonable fees Borrower’s operations by the Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $750 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit); and (g) costs and expenses of the Purchaser’s attorneysforwarding loan proceeds, (ii) the fees collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of Deloitte & Touche LLP, (iii) preserving and protecting 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 AgreementCollateral. In addition, the Pooling Borrower agrees to pay costs 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 Agent (including Attorneys’ Costs) to the Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in connection with the purchase each case, paid or incurred to obtain payment of the Mortgage Loans Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and by Bear Xxxxxxx in connection with otherwise enforce the sale provisions of the CertificatesLoan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). EMC (on its own behalf The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrower. All of the foregoing costs and expenses shall be charged to the Borrower’s Loan Account 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 periodicallyRevolving Loans as described in Section 3.6.

Fees and Expenses. Subject The Sub-Advisor shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this section. In particular, EMC but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Sub-Advisor’s overhead and on behalf employee costs); fees payable to the Sub-Advisor and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Trust’s officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; 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 preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices 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 Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund’s business) of officers, trustees and recordation employees of mortgage assignments the Trust who are not interested persons of the Sub-Advisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or trustees of the Trust who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Sub-Advisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate 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 attendance at meetings of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale Board of Trustees of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Trust with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

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 2.1 The Bank shall receive from the Adviser such compensation for the Transfer Agent’s services provided pursuant 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 this Agreement as may be agreed to from time to time in a written fee schedule approved by the Purchaser parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. 2.2 In addition to the fee paid under Section 2.1 above, the Adviser agrees to reimburse the Bank for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Adviser. 2.3 The Adviser agrees to pay all fees and reimbursable expenses within ten business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Adviser at least seven (7) days prior to the mailing date of such materials. 2.4 The Trust hereby represents and warrants to the Bank that (i) the fees and expenses terms of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneysthis Agreement, (ii) the fees and expenses of Deloitte & Touche LLPassociated with this Agreement, and (iii) any benefits accruing to the fee for Bank or to the use of Purchaser’s Registration Statement based on adviser to, or sponsor of, 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 Trust in connection with this Agreement, including, but not limited to, any “blue sky” and legal investment mattersfee waivers, (v) reimbursements, or payments made, or to be made, by the fees and expenses Bank to such adviser or sponsor or to any affiliate of the Trustee which shall include without limitation Trust relating to this Agreement have been fully disclosed to the fees and expenses Board of Trustees of the Trustee (Trust and that, if required by applicable law, such Board of Trustees has approved or will approve the fees and disbursements of its counsel) with respect to (A) legal and document review terms of this Agreement, the Pooling and Servicing Agreementany such fees, the Certificates expenses, 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 periodicallybenefits.

Fees and Expenses. Subject The Company agrees to Section 17 hereofpay, EMC (on its own behalf as a Mortgage Loan Seller reimburse and hold the Phoenix, on behalf of Master Funding) shall pay on the Lenders, harmless from liability for the payment of all out-of-pocket fees and expenses incurred by it in connection with its diligence investigation of the Company, the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (including the Offering), regardless of whether the conversion and exchange of Indebtedness and the acquisition of shares of Series B Preferred Stock by the Lenders pursuant to this Agreement is consummated in accordance with the terms of this Agreement. Phoenix may deduct such fees and expenses from the aggregate amount to be paid by Phoenix at the Closing Date or such later date as for the shares of Series B Preferred Stock to be purchased by it under the Purchase Agreement. The fees and expenses of the Phoenix may be agreed to by the Purchaser include, without limitation: (ia) the fees and expenses of the Mortgage Loan Sellers’ attorneys counsel, consultants and the reasonable fees accountants and expenses out of the Purchaser’s attorneyspocket expenses, (ii) the fees including diligence and expenses travel expenses, of Deloitte & Touche LLPPhoenix and its Affiliates, (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 arising in connection with the purchase preparation, negotiation and execution of the Mortgage Loans Certificate of Designation (Series B), the Amended and by Bear Xxxxxxx Restated Certificate of Designation (Series A-1) and the Transaction Documents, the preparation, execution and filing of all forms, schedules and reports and amendments thereto of the Lenders required to be filed with the SEC in connection with the sale or arising out of the Certificates. EMC transactions contemplated by the Transaction Documents and the consummation of the transactions contemplated thereby (on its own behalf as a Mortgage Loan Seller including Schedule 13D filings and on behalf amendments and Form 4 filings), (b) all costs of Master Fundingthe Company’s performance and compliance with the Certificate of Designation (Series B), the Amended and Restated Certificate of Designation (Series A-1) additionally agrees or the Transaction Documents, and (c) stamp and other taxes, excluding income taxes, which may be payable with respect to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party execution and which are billed periodicallydelivery of the Certificate of Designation (Series B), the Amended and Restated Certificate of Designation (Series A-1) or the Transaction Documents, or the issuance, delivery or acquisition of the Exchange Shares or the Conversion Shares.

Fees and Expenses. Subject The Company agrees to Section 17 hereofpay, EMC (on its own behalf as a Mortgage Loan Seller reimburse and hold Phoenix, on behalf of Master Funding) shall pay on the Purchasers, and its Affiliates, including SG Phoenix LLC, harmless from liability for the payment of all out-of-pocket fees and expenses incurred by it in connection with its diligence investigation of the Company, the preparation and negotiation of this Agreement and the other Transaction Documents and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby, regardless of whether the purchase of shares of Series C Preferred Stock and Warrants by the Purchasers pursuant to this Agreement is consummated in accordance with the terms of this Agreement. Phoenix may deduct such fees and expenses from the aggregate amount to be paid by Phoenix at the Closing Date or such later date as for the shares of Series C Preferred Stock and Warrants to be purchased by it hereunder. The fees and expenses of the Phoenix may be agreed to by the Purchaser include, without limitation: (ia) the fees and expenses of the Mortgage Loan Sellers’ attorneys counsel, consultants and the reasonable fees accountants and expenses out of the Purchaser’s attorneyspocket expenses, (ii) the fees including diligence and expenses travel expenses, of Deloitte & Touche LLPPhoenix and its Affiliates, (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 arising in connection with the purchase preparation, negotiation and execution of the Mortgage Loans Certificate of Designation (Series C), the Amended and by Bear Xxxxxxx Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the Transaction Documents, the preparation, execution and filing of all forms, schedules and reports and amendments thereto of the Purchasers required to be filed with the SEC in connection with the sale or arising out of the Certificates. EMC transactions contemplated by the Transaction Documents and the consummation of the transactions contemplated thereby (on its own behalf as a Mortgage Loan Seller including Schedule 13D filings and on behalf amendments and Form 4 filings), (b) all costs of Master Fundingthe Company’s performance and compliance with the Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants or the Transaction Documents, and (c) additionally agrees stamp and other taxes, excluding income taxes, which may be payable with respect to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party execution and which are billed periodicallydelivery of the Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1) or the Transaction Documents, or the issuance, delivery or acquisition of the Purchased Shares or the Conversion Shares.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) The Fund shall pay on Citi compensation for the Closing Date or such later date as may services to be agreed provided by Citi under this Agreement in accordance with, and in the manner set forth in Schedule A attached hereto. (b) In addition to by the Purchaser (i) paying Citi 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 Agreementprovided above, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans Fund agrees to be performed by the Trustee or the Custodian on reimburse Citi for 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 actual out-of-pocket expenses reasonably incurred in providing services hereunder, including, without limitation, the following (all subject to reasonable documentation and substantiation): i) All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Purchaser Fund, its services providers, or otherwise on behalf of the Fund; ii) The cost of microfilm or microfiche or other electronic storage of records or other materials and other costs associated with record retention on behalf of the Fund; iii) Sales taxes; iv) Costs of tax forms, if applicable; v) Costs for investor correspondence; vi) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Citi in communication with the Fund, dealers, public accountants, investors, or others as required for Citi to perform the services to be provided hereunder; vii) Costs of fulfillment, if requested; viii) Bank account charges, including check payment and processing fees; ix) All printing, production (including graphics support, copying, and binding) and distribution expenses incurred in relation to Board meeting materials, tax forms, periodic statements, new account letters and maintenance letters, financial and tax reports, Offering Documents, proxy statements and marketing materials, if applicable; x) Costs of tax data services; xi) Costs of rating agency services to the extent applicable; xii) All out of pocket costs incurred in connection with the purchase administration services, including, without limitation, travel and lodging expenses incurred by employees of the Mortgage Loans and by Bear Xxxxxxx Citi in connection with attendance at Board meetings and any other meetings for which such attendance is requested or agreed upon by the sale of the Certificates. EMC (on its own behalf parties; xiii) NSCC charges and Depository Trust & Clearing Corporation charges; xiv) Expenses associated with Citi’s anti-fraud procedures as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees it pertains 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.new account review; and

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 (a) As compensation for the services rendered to the Trust pursuant to this Agreement, as set forth in Section 17 4 and in Schedules B and C hereof, EMC the Trust shall pay Equitable monthly fees determined as set forth in Schedule A to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the invoice. If this Agreement becomes effective or the provision of services under this Agreement terminates before the end of any month, the fee for the part of the month from the effective date to the end of the month or from the beginning of the month to the date of such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination. (on its own behalf b) For the purpose of determining fees calculated as a Mortgage Loan Seller function of the Trust's net assets, the value of the Trust's net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and on behalf resolutions of Master Fundingthe Board. (c) shall pay on the Closing Date The Trust may request additional services, additional processing, or special reports, with such later date specifications and requirements as may be reasonably required by Equitable. If Equitable elects to provide such additional services or arrange for their provision, it shall be entitled to additional fees and expenses. (d) Equitable will bear its own expenses, in connection with the performance of the services under this Agreement, except as provided herein or as agreed to by the Purchaser (i) parties. The Trust agrees to bear all expenses that are incurred in its operation and not specifically assumed by Equitable. Such other expenses to be incurred in the operation of the Trust and to be borne by the Trust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of Equitable, or the Manager, the Trust's investment advisers, transfer agent, or distributor, SEC and state registration and qualification fees, levies, fines and other charges; XXXXX filing fees, processing services and related fees; postage and mailing costs; costs of share certificates; management, investment advisory, transfer agency, distribution, shareholder service and administration fees; charges and expenses of data services, independent public accountants (including expenses of tax preparation i.e., Federal Form 1120-RIC and Form 8613) and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of Trust prospectuses for regulatory purposes and for distribution to current shareholders of the Mortgage Loan Sellers’ attorneys Trust (for classes of shares of any of the Funds that have adopted a Rule 12b-1 plan, such classes of shares may bear the expense of all other printing, production, and the reasonable fees distribution of prospectuses, and marketing materials provided to potential investors); expenses of printing and production costs of shareholders' reports and proxy statements and materials; expenses of proxy solicitation, proxy tabulation and Trust shareholder meetings; costs and expenses of the Purchaser’s attorneys, (ii) the fees Trust stationery and forms; costs associated with Trust shareholder and Board meetings; trade association dues and expenses; charges and expenses related to any computer system licensed to Equitable and used to produce Trust shareholder reports under this Agreement, provided, however, that the Trust will only be responsible for a pro-rata share 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 such charges and expenses including counsel’s fees based upon the number of shareholder reports produced by Equitable utilizing this system; and any extraordinary expenses and other customary Trust expenses. In addition, Equitable may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services, in connection with any “blue sky” and legal investment matters, (v) determining the fees and expenses net asset values of the Trustee which shall include without limitation Trust. The Trust will reimburse Equitable for the fees and expenses Trust's share of the Trustee (and cost of such services based upon the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementactual usage, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review or a pro-rata estimate of the Mortgage Loans to be performed by use, of the Trustee or services for the Custodian on its behalfbenefit of the Trust. (e) All fees, (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 approved out-of-pocket expenses, or additional charges of Equitable shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice. Out-of-pocket expenses incurred shall be considered and approved in accordance with Expense Approval Guidelines as mutually agreed upon by the Purchaser parties hereto from time to time. (f) Equitable will render, after the close of each month in connection with the purchase which services have been furnished, a statement reflecting all of the Mortgage Loans charges for such month. (g) The Trust must notify Equitable in writing of any contested amounts within ninety (90) days of receipt of a billing for such amounts. Disputed amounts are not due 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 payable while they are charged by such third party and which are billed periodicallybeing investigated.

Fees and Expenses. Subject Whether or not the purchase and sale of the Initial Special Warrants and any Additional Securities shall be completed, all fees and expenses (including HST, if applicable) of or incidental to Section 17 hereofthe creation, EMC (on its own behalf as a Mortgage Loan Seller issuance and on behalf delivery of Master Funding) the Initial Special Warrants, the Purchaser’s Option and any Additional Securities and of or incidental to all matters in connection with the transactions herein set out shall pay on the Closing Date or such later date as may be agreed to borne by the Purchaser Company including, without limitation: (ia) all expenses of or incidental to the creation, issue, sale or distribution of Initial Special Warrants, the Purchaser’s Option and any Additional Securities, the Prospectus-Qualified Securities and any securities underlying such securities, the filing of the Qualification Prospectus Supplement, the Qualification Registration Statement and any Supplementary Material and any stock exchange approval and other regulatory compliance; (b) the fees and expenses of the Mortgage Loan Sellers’ attorneys auditors, technical consultants, translators, other experts, and counsel to the reasonable fees Company and all local counsel (including all taxes payable in respect of any of the foregoing); (c) all costs and expenses incurred in connection with roadshows and marketing activities, the preparation and printing of the Purchaser’s attorneysProspectus, (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 any Supplementary Material contemplated hereunder 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 Offering; and (including intervening assignments, if any and if available, to evidence a complete chain of title from d) 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 reasonable out-of-pocket expenses incurred by of the Purchaser Agent (including, but not limited to, travel expenses in connection with the purchase due diligence and marketing activities, and reasonable fees and disbursements of the Mortgage Loans Agent’s legal counsel), including any expenses incurred prior to the date first written above and by Bear Xxxxxxx all taxes payable in connection with the sale respect of any of the Certificates. EMC (foregoing, with such expenses to be paid by the Company at the Time of Closing on its own behalf as a Mortgage Loan Seller the Closing Date and on behalf of Master Funding) additionally agrees to pay directly to the Purchaser’s Option Closing Date, if applicable, or at any third party on a timely basis other time reasonably requested by the fees provided for above which are charged Agent and shall be payable by such third party and which are billed periodicallythe Company immediately upon receiving an invoice therefor from the Agent.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) The Fund shall pay on Citi compensation for the Closing Date or such later date as may services to be agreed provided by Citi under this Agreement in accordance with, and in the manner set forth in Schedule A attached hereto. (b) In addition to by the Purchaser (i) paying Citi 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 Agreementprovided above, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans Fund agrees to be performed by the Trustee or the Custodian on reimburse Citi for 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 actual out-of-pocket expenses reasonably incurred in providing services hereunder, including, without limitation, the following (all subject to reasonable documentation and substantiation): i) All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Purchaser Fund, its services providers, or otherwise on behalf of the Fund; ii) The cost of microfilm or microfiche or other electronic storage of records or other materials and other costs associated with record retention on behalf of the Fund; iii) Sales taxes; iv) Costs of tax forms, if applicable; v) Costs for investor correspondence; vi) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Citi in communication with the Fund, dealers, public accountants, investors, or others as required for Citi to perform the services to be provided hereunder; vii) Costs of fulfillment, if requested; viii) Bank account charges, including check payment and processing fees; ix) All printing, production (including graphics support, copying, and binding) and distribution expenses incurred in relation to Board meeting materials, tax forms, periodic statements, new account letters and maintenance letters, financial and tax reports, Offering Documents, proxy statements and marketing materials, if applicable; x) Costs of tax data services; xi) Costs of rating agency services to the extent applicable; xii) All out of pocket costs incurred in connection with the purchase administration services, including, without limitation, travel and lodging expenses incurred by employees of the Mortgage Loans and by Bear Xxxxxxx Citi in connection with attendance at Board meetings and any other meetings for which such attendance is requested or agreed upon by the sale parties; and xiii) Any expenses Citi shall incur at the written direction of a director or officer of the Certificates. EMC Fund thereunto duly authorized. (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundingc) additionally agrees In addition, Citi shall be entitled to pay directly receive the following fees: i) Ad hoc reporting fees billed, when mutually agreed upon, according to any applicable rate schedules; ii) Charges for the pricing information obtained from third party on vendors for use in pricing the Investments of the Fund’s portfolio; iii) To the extent that Citi is required to develop customized systems to meet a timely basis Fund’s needs, systems development fees (billed at an hourly rate of $150 per hour) and all system-related expenses, as agreed in advance, associated with the fees provision of special reports and services, excluding initial programming costs other than customizations to meet the reporting requirements as noted in Section 1 (for the avoidance of doubt, no fee shall be charged under this Section 5(c)(iii) if Citi is not required to develop customized systems to meet a Fund’s needs); iv) In the event that Citi is requested or authorized by the Fund or is required by governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to services provided by Citi to the Fund, the Fund will, so long as Citi is not the subject of the investigation or proceeding in which the information is sought, pay Citi for above which are charged by its professional time (at its standard billing rates) and reimburse Citi for its out-of-pocket expenses (including reasonable attorneys fees) incurred in responding to such third party and which are requests or requirements; v) Fees for the development of custom interfaces, billed periodically.at a mutually agreed upon rate;

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 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 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 9.1 The Applicant shall pay the Manager fees for the services provided under the Agreement, as set out in the section of the Brochure headed “Our charges”. 9.2 If Section 4 of the Application Form for advised clients has been completed, the Applicant thereby authorises the Manager to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller facilitate the payment of initial and on-going Adviser Charges to the Applicant’s Financial Adviser on behalf of Master Funding) shall pay on the Closing Date or Applicant as indicated in that Section. The Applicant acknowledges and agrees that the Manager may request verification from the Financial Adviser and/or the Applicant that any such later date as payments represent due compensation to the Financial Adviser for financial advice given to and received by the Applicant. 9.3 An Investment may be agreed realised in order to by the Purchaser (i) the fees and expenses discharge an obligation of the Mortgage Loan Sellers’ attorneys Applicant under the Agreement, for example in relation to payment of fees, costs and expenses. 9.4 In relation to accounting to the Applicant for any dividends or other payments from the Portfolio, the Manager may instruct the Custodian to retain an amount or amounts due to the Manager or any other third party (including the Custodian and the reasonable fees Nominee) in respect of any fees, costs and expenses expenses. 9.5 The Manager shall be entitled at any time to instruct the Custodian to retain or make deductions from or set-off amounts or credits which would otherwise be owed to the Applicant (including, without limitation, the proceeds of a sale or receipt of dividends held in accordance with the Agreement and/or Custodian Terms of Business), in order to meet any liabilities which the Applicant and the Manager may have incurred in respect 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 Manager or the Custodian on its behalf, (vi) the expenses for printing or Nominee or which may 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 have been 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 periodicallyApplicant under the Agreement or the Custodian Terms of Business.

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 '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 The Company agrees to Section 17 hereofpay, EMC (on its own behalf as a Mortgage Loan Seller reimburse and hold the Phoenix, on behalf of Master Funding) shall pay on the Purchasers, harmless from liability for the payment of all out-of-pocket fees and expenses incurred by it in connection with its diligence investigation of the Company, the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (including the Recapitalization), regardless of whether the purchase of shares of Series B Preferred Stock by the Purchasers pursuant to this Agreement is consummated in accordance with the terms of this Agreement. Phoenix may deduct such fees and expenses from the aggregate amount to be paid by Phoenix at the Closing Date or such later date as for the shares of Series B Preferred Stock to be purchased by it hereunder. The fees and expenses of the Phoenix may be agreed to by the Purchaser include, without limitation: (ia) the fees and expenses of the Mortgage Loan Sellers’ attorneys counsel, consultants and the reasonable fees accountants and expenses out of the Purchaser’s attorneyspocket expenses, (ii) the fees including diligence and expenses travel expenses, of Deloitte & Touche LLPPhoenix and its Affiliates, (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 arising in connection with the purchase preparation, negotiation and execution of the Mortgage Loans Certificate of Designation (Series B), the Amended and by Bear Xxxxxxx Restated Certificate of Designation (Series A-1) and the Transaction Documents, the preparation, execution and filing of all forms, schedules and reports and amendments thereto of the Purchasers required to be filed with the SEC in connection with the sale or arising out of the Certificates. EMC transactions contemplated by the Transaction Documents and the consummation of the transactions contemplated thereby (on its own behalf as a Mortgage Loan Seller including Schedule 13D filings and on behalf amendments and Form 4 filings), (b) all costs of Master Fundingthe Company’s performance and compliance with the Certificate of Designation (Series B), the Amended and Restated Certificate of Designation (Series A-1) additionally agrees or the Transaction Documents, and (c) stamp and other taxes, excluding income taxes, which may be payable with respect to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party execution and which are billed periodicallydelivery of the Certificate of Designation (Series B), the Amended and Restated Certificate of Designation (Series A-1) or the Transaction Documents, or the issuance, delivery or acquisition of the Purchased Shares or the Conversion Shares.

Fees and Expenses. Subject At the Closing, the Company has agreed to Section 17 hereofreimburse Xxxxx Xxxx & Xxxxxx LLP the non-accountable sum of $50,000 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 Xxxxxxxxxx.Xx 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 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) The Trustee shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) paid the fees and expenses other charges it prescribes from time to time, which may be directly charged against and deducted from the Assets in the Account. The Trustee shall be entitled to charge fees upon the termination 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 AgreementAccount, the Pooling and Servicing Agreement, transfer or withdrawal of Assets in the Certificates and related agreements, (B) attendance at Account or any other event which it may reasonably determine. These fees are disclosed to the Closing and (C) review of Holder in accordance with the Mortgage Loans to Applicable legislation. The Trustee shall be performed reimbursed by the Trustee or the Custodian on its behalfHolder for all fees, (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 and costs incurred by the Purchaser it or its agents in connection with the purchase administration of the Mortgage Loans Account or the production of any tax statements or other documents required under the Tax Legislation. The reimbursement of any and all taxes, interest or penalties payable may be directly charged against and deducted from the Assets in the Account but only as far as permitted by Bear Xxxxxxx the Applicable legislation. The Trustee may then, without further notifying the Holder, dispose of Assets in connection with the sale Account, in whole or in part, on such conditions as it may determine and apply the proceeds of such disposition to the payment. The Trustee shall not be liable for any losses incurred as a result of such disposition. The Holder shall reimburse the Trustee for any overdraft resulting from the payment of such fees, out-of-pocket expenses and costs within 30 days of the Certificatesdate the Holder is notified thereof. EMC (Should the Holder fail to make such reimbursement on its own behalf time, the Trustee may, without further notifying the Holder, dispose of Assets in the Account, in whole or in part, on such conditions as it may determine and apply the proceeds of such disposition to the payment of such fees, out-of-pocket expenses, costs and overdrafts. The Trustee shall not be liable for any losses incurred as a Mortgage Loan Seller and on behalf result 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 periodicallydisposition.

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 (a) As compensation for the services rendered to Section 17 hereofthe Funds pursuant to this Agreement, EMC each Fund shall pay JPMIS monthly fees determined as set forth in Schedule B to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the invoice. Upon any termination of the provision of services under this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination. (on its own behalf b) For the purpose of determining fees calculated as a Mortgage Loan Seller function of the Funds' assets, the value of the Funds' assets and on behalf net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of Master Fundingthe Board. (c) shall pay on the Closing Date Trust may request additional services, additional processing, or special reports, with such later date specifications and requirements documentation as may be reasonably required by JPMIS. In addition, significant regulatory and legal changes and changes in the Funds' status may necessitate additional services, processing or reports. In either instance, if JPMIS elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses at negotiated rates and charges. (d) JPMIS will bear its own expenses in connection with the performance of the services under this Agreement except as provided herein or as agreed to by the Purchaser (i) parties. Trust agrees to promptly reimburse JPMIS for any services, equipment or supplies ordered by Trust through JPMIS and for any other expenses that JPMIS may incur on Trust's behalf at Trust's or a Fund's request or as consented to by Trust. Such other expenses to be incurred in the operation of the Funds and to be borne by Trust or the Funds, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of JPMIS, or the Funds' investment adviser or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; XXXXX filing fees, processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of Prospectuses for regulatory purposes and for distribution to current shareholders of the Mortgage Loan Sellers’ attorneys Funds (the Funds' distributor to bear the expense of all other printing, production, and the reasonable fees distribution of Prospectuses, and marketing materials); expenses of printing and production costs of shareholders' reports and proxy statements and materials; expenses of proxy solicitation, proxy tabulation and annual meetings; costs and expenses of the Purchaser’s attorneys, (ii) the fees Fund stationery and forms; costs and expenses of Deloitte & Touche LLPspecial telephone and data lines and devices; costs associated with trust, (iii) shareholder, and Board meetings; trade association dues and expenses; reprocessing costs to JPMIS caused by third party errors; copying charges; microfilm and storage, audio response unit costs; corporate action services; service termination and conversion costs; any expenses necessitated by regulatory or legal changes; and any extraordinary expenses and other customary Fund expenses. In addition, JPMIS may utilize one or more independent pricing services to obtain securities prices and to act as backup to the fee for primary pricing services designated by Trust or 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 effectiveFunds, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) determining the fees and expenses net asset values of the Trustee which shall include without limitation Funds. Trust will reimburse JPMIS for the fees and expenses Funds' share of the Trustee (and cost of such services based upon the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementactual usage, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review or a pro-rata estimate of the Mortgage Loans to be performed by use, of the Trustee or services for the Custodian on its behalfbenefit of the Funds. (e) All fees, (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 expenses, or additional charges of JPMIS shall be billed on a monthly basis and shall be due and payable upon receipt 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 periodicallyinvoice.

Fees and Expenses. Subject Borrower agrees to Section 17 hereofpay when due (a) a modification fee of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), EMC which shall be due and payable upon the Effective Date (on its own behalf as defined below), and shall be a condition to the closing of the Loan under this Loan Agreement, (b) a non-refundable Loan Facility Fee to Lender of thirty-five hundredths of one percent (0.35%) of the committed amount of the Loan each calendar year during the term (or extended term if permitted by Lender) of the Loan, payable at Recordation of the first Mortgage Loan Seller and on behalf of Master Funding) shall pay annually thereafter on the Closing Date or such later date as may be agreed anniversary thereof, (c) fees of Lender’s Inspector, (d) cost review expenses of Lender of up to by FIVE THOUSAND DOLLARS ($5,000.00) for each requested update and/or change to the Purchaser Construction Cost Breakdowns, (ie) the reasonable attorneys’ fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the PurchaserLender’s attorneyscounsel, (iif) the fees actual title insurance and expenses of Deloitte & Touche LLPexamination charges, (iiig) 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 effectiveactual survey costs, (ivh) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersactual hazard insurance premiums, (vi) the fees actual filing 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 Agreementrecording fees, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (Cj) review of the Mortgage Loans other reasonable expenses payable 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 third parties incurred by the Purchaser Lender in connection with the purchase consummation of the Mortgage Loans transactions contemplated by this Loan Agreement, the exercise of Lender’s rights under this Loan Agreement and the other Loan Instruments, and the verification of the performance and satisfaction of all obligations of Borrower, General Partner, Managing Member (and any constituent entities or individuals thereof) and Guarantor under this Loan Agreement and the other Loan Instruments, including all renewals, extensions and modifications thereof. In the event it becomes necessary for Lender to utilize legal counsel for the enforcement of the Loan Instruments or any of their terms, if successful in such enforcement by Bear Xxxxxxx legal proceedings or otherwise, Lender shall be reimbursed immediately by Borrower for reasonably incurred attorneys’ fees (including fees for Lender’s in-house attorneys) and other costs and expenses. Borrower shall also immediately reimburse Lender for all attorneys’ fees and costs reasonably incurred in connection with the sale representation of Lender in any bankruptcy, insolvency, reorganization or other debtor-relief or similar proceeding of or relating to Borrower, any General Partner, Managing Member or Guarantor(s), the Property, or any other property which secures the obligations of any of the CertificatesLoan Instruments. EMC (on its own behalf All amounts due under this Section shall bear interest from the date of expenditure until paid at the rate specified in the Note and are collectively referred to as a Mortgage Loan Seller “Lender Costs”. All facility fees payable to Lender hereunder shall be deemed earned when due and on behalf of Master Funding) additionally agrees are non-refundable to pay directly Borrower. All such fees shall be retained by Lender and shall not be applied to any third party on a timely basis payments of principal or interest due from Borrower under the fees provided for above which are charged by such third party and which are billed periodicallyLoan Instruments.

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 All fees and expenses incident to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf the performance of Master Funding) shall pay on the Closing Date or such later date as may be agreed to compliance with this Exhibit A by the Purchaser Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) the all registration and filing fees (including, without limitation, fees and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and independent registered public accountants) (A) with respect to filings made with the reasonable SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Purchaser’s attorneysCompany in connection with the consummation of the transactions contemplated by this Exhibit A and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration), up to $10,000 for each registration. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (ii) including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and 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 listing of the Mortgage Loans and by Bear Xxxxxxx in connection with Registrable Securities on any securities exchange as required hereunder. In no event shall the sale Company be responsible for any broker or similar commissions of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf any holder 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 periodicallyRegistrable Securities.

Fees and Expenses. Subject With respect to any Registration Statement filed under Section 17 hereof2.2, EMC (on its own behalf as a Mortgage Loan Seller all expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company (the “Direct Registration Expenses”) will be borne equally by the Company on the one hand and the Holders whose Registrable Securities are included in such Registration Statement on the other, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. With respect to any Registration Statement filed under Section 2.3, the Company shall bear the Direct Registration Expenses. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Holders of a majority (iiby number of shares) 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 Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counselexpenses, if any, applicable to any Holder’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 Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (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 except as otherwise provided herein); selling commissions 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 stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf 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 Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Holder in connection with the purchase of the Mortgage Loans offer and by Bear Xxxxxxx in connection with the sale of such Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) The Borrower shall pay or reimburse NACC and after the Securitization, NACC and the Lender (in each case, without duplication), on demand, without set- off, withholding or deduction, for the Closing Date or such later date payment of all of the reasonable fees, costs and expenses incurred by NACC in connection with the underwriting, negotiation, documentation and closing of the Loan, including, without limita tion, the finder's fee due to NACC as may be agreed to by provided for in that certain Commitment Letter and Summary of Terms of Transaction, dated January 9, 1997, between the Purchaser (i) Borrower and NACC, and the fees fees, costs and expenses of the Mortgage Loan Sellers’ attorneys following: (i) title insurance, transfer taxes (if any), mortgage taxes and the reasonable fees and expenses of the Purchaser’s attorneys, recording fees; (ii) counsel and local counsel to the fees and expenses of Deloitte & Touche LLP, Borrower; (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates counsel and the filing fee of the Commission as in effect on the date on local counsel to NACC, which the Registration Statement was declared effective, shall be reasonable; (iv) the fees due diligence activities of NACC including, without limitation, auditors, lien searches, surveys, appraisals, environmental reports, engineering reports, insurance reviews and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, site inspections; (v) bank charges relating to the fees and expenses operation of the Trustee which shall include without limitation the fees Ground Rent Reserve Account, Debt Service Reserve Account, Lockbox Account, Capital Expenditure and expenses of the Trustee (FF&E Reserve Account, Tax and the fees and disbursements of its counsel) with respect to (A) legal and document review of this AgreementInsurance Account, the Pooling Cash Collateral Account 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, Operating Account; (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus initial and the Prospectus Supplement, ongoing activity of any special servicer incurred as a result of an Event of Default; and (vii) the Rating Agencies (for the annual ratings reviews); (b) The Lender shall pay the initial and regular ongoing fees of the Servicer and the Trustee; (c) The Borrower has provided $400,000 to NACC for deposit in an interest bearing account(the "Expense Deposit") for the payment of the fees, --------------- costs and expenses payable pursuant to Section 7.1(a) of each Rating Agency (both initial this Agreement. If any portion of the Expense Deposit remains after payment of such fees, costs and ongoing)expenses, (viii) NACC shall pay such portion to the fees Borrower within 30 days after the closing of the Loan. The establishment of the Expense Deposit shall not limit the Borrower's obligations to pay the fees, costs 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 described 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 periodically7.1(a).

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(a) Except as provided below, EMC all fees and expenses (on its own behalf as a Mortgage Loan Seller including any broker's or finder's fees and on behalf the expenses of Master Fundingrepresentatives and counsel) incurred in connection with 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 Transactions are consummated. (b) Ashland and Marathon shall share equally (i) fees and expenses of Morgan Joseph & Co., Inc. in connection with its appraisal of the Xxxxxx Xxxxxxss and the VIOC Centers, (ii) fees and expenses of D&T for purposes of allocating the value of MAP to its assets in anticipation of the MAP Partial Redemption and for use by Marathon for GAAP reporting purposes, (iii) fees and expenses of Patton Boggs LLP in connection with obtaining the consent from the Xxxxxtxxxx of Transportation with respect to the transfer of Ashland's interest in LOOP LLC, as required by the permit issued by the Department of Transportation relating to LOOP LLC, (iv) fees and expenses incurred in connection with filing, printing and mailing of the Proxy Statement and the Forms S-4, including the SEC filing fees associated with the Proxy Statement, the Marathon Form S-4 and the Ashland Form S-4; provided, however, that each of Ashland and Marathon shall pay the fees and expenses of their respective counsel and independent auditors in connection with the Mortgage Loan Sellers’ attorneys preparation and the reasonable filing of such documents and (v) fees and expenses of one firm engaged by Ashland, and reasonably acceptable to Marathon, with respect to the Purchaser’s attorneyssolicitation of proxies in connection with the Ashland Shareholders Meeting. Except as set forth in Section 9.03(d)(i), (ii) Marathon shall pay 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 AAA in connection with any “blue sky” the Initial AAA Opinions and legal investment matters, (v) the Bring-Down AAA Opinions and Ashland shall pay the fees and expenses of HLHZ in connection with the Trustee which Initial HLHZ Opinion and the Bring-Down HLHZ Opinion. Marathon shall include without limitation pay the fees (other than any guarantee fee payable after Closing pursuant to the Reimbursement Agreement) and expenses of relating to the Trustee (and HoldCo Borrowing. Merger Sub shall pay any guarantee fee payable after Closing pursuant to the fees and disbursements of its counsel) with respect to (A) legal and document review of this Reimbursement 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) . Ashland shall pay the fees and expenses relating to obtaining 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 consents referred to in Section 6(a10.02(c) hereof, as the case may be (Specified Consents). Costs and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase arrangements described in Section 9.02(e) of the Mortgage Loans and by Bear Xxxxxxx Put/Call Agreement, if applicable, shall be allocated in connection accordance with such section. (c) Ashland shall pay to Marathon a fee of $30,000,000 (the sale of the Certificates. EMC "Termination Fee") if: (on its own behalf as i) Marathon terminates this Agreement pursuant to Section 11.01(d); (ii) Ashland terminates this Agreement pursuant to Section 11.01(f); or (iii) any person makes a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Competing Ashland Proposal that was publicly disclosed prior 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.the

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 transactions contemplated by the applicable Terms Agreement. (b) The Underwriters agree to reimburse the Company for $425,000 of the Mortgage Loans and by Bear Xxxxxxx its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and sale of the Certificates. EMC Underwritten Securities at the Closing Time (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 periodicallydefined below).

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) 5.01 The Licensee shall pay fees to the Licensor during the Occupancy Period of the Term of the Licence as follows: a) $2,000.00 per month being payable on the Closing Date first day of each and every month of the Initial Term; and, b) For each successive year of the Renewal Term, the Licensee shall pay to the Licensor monthly fees in the amount of the immediately preceding licensed period, increased by the percentage increase in the All Item Consumer Price Index published by Statistics Canada, for the Province of Ontario, based on the latest figure available in January of that year, compared to the immediately preceding licensed period, payable monthly in equal installments due the first of each and every month of the Renewal Term and any Extension; and, c) all sums required by the Licence and agrees that all amounts payable by the Licensee to the Licensor or to any other party pursuant to the provisions of this Licence shall be deemed to be fees (“Fees” or “Additional Fees”) whether or not specifically designated as such later in this Licence. 5.02 The Licensee covenants and agrees to pay the following expenses, where applicable, related to licensing the Licenced Space: a) business taxes and licenses; b) realty taxes and rates, charges or levies, duties and assessments; c) all maintenance and repairs to the Licenced Space, except as provided for herein; d) insurance premiums related to insurance as specified in this Licence; e) harmonized sales tax, and/or any like taxes imposed by any governing authority, and f) costs of hydro, water, and sewer (the “Utilities”), should the Licenced Space, be serviced during the Term. 5.03 The Licensor shall invoice the Licensee for any taxes and Utilities costs at the end of the Occupancy Period or as it may from time to time deem necessary. 5.04 The Licensee hereby agrees to indemnify, defend and save the Licensor harmless in respect of any liability to the Licensor in respect of the expenses payable by the Licensee as provided for herein. 5.05 The Licensee acknowledges that there are no Utilities servicing the Licenced Space. Should Utilities be installed within the Term of this Licence, the Licensor shall not be liable for any loss of business by the Licensee or for any injury to the Licensee, its servants, agents, employees, customers and invitees or for any injury or damage to the Licenced Space or to any property of the Licensee caused by any interruption or failure in the supply of any Utilities to the Licenced Space. 5.06 If the Licensee fails to make any of the payments required by this Licence or perform any of its obligations pursuant to this Licence, then the Licensor may, but is not obligated to, make such payments or perform such obligations and charge the Licensee as Additional Fees. If such payments are charges comprising Additional Fees are not paid the by Licensee on demand, the Licensor shall be entitled to the same remedies and may take the same steps for recovery of the unpaid payments and charges comprising Additional Fees as Fees in arrears. 5.07 All payments to be made by the Licensee pursuant to this Licence shall be delivered to the Licensor at the Licensor’s address for service set out in Section 22 or to such other place as the Licensor may from time to time direct in writing. 5.08 All Fees and/or Additional Fees in arrears and all sums paid by the Licensor for expenses incurred which should have been paid by the Licensee shall bear interest from the date as may payment was due, or made, or expense incurred at a rate per annum equal to the prime commercial lending rate of the Licensor’s bank plus two per cent (2%). 5.09 The Licensee acknowledges and agrees that the payments of Fees and Additional Fees provided for in this Licence shall be made without any deduction for any reason whatsoever unless expressly allowed by the terms of this Licence or agreed to by the Purchaser (i) the fees Licensor in writing; 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 no partial payment by the Trustee or Licensee which is accepted by the Custodian Licensor shall be considered as other than a partial payment on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus account of Fees and/or Additional Fees owing and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating shall be without prejudice to the preparation and recordation of mortgage assignments (including intervening assignments, if Licensor’s right to recover 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 periodicallyFees and/or Additional Fees owing.

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 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 If Tenant shall default in the observance or performance of any term or covenant on Tenant's part to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf be observed or performed under or by virtue 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 any of the Mortgage Loan Sellers’ attorneys terms or provisions in any article of this lease, after notice if required and the reasonable fees and expenses upon expiration of the Purchaser’s attorneysany applicable grace period if any, (ii) except in an emergency), then, unless otherwise provided elsewhere in this lease, Owner may immediately or at any time thereafter and without notice perform the fees and expenses obligation of Deloitte & Touche LLPTenant thereunder. If Owner, (iii) in connection with 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 foregoing or in connection with any “blue sky” default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs any obligations for the payment of money, including but not limited to reasonable attorneys' fees, in instituting, prosecuting or defending any action or proceeding, and legal investment mattersprevails in any such action or proceeding then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing expenses incurred by reason of Tenant's default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within five (5) days of rendition of any xxxx or statement to Tenant therefor. If Tenant s lease term shall have expired at the time of making of such expenditures or incurring of such obligations, (v) such sums shall be recoverable by Owner, as damages. Building Alterations And Management: 20. Owner shall have the fees right at any time without the same constituting an eviction and expenses without incurring liability to Tenant therefor to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Trustee building and to change the name, number or designation by which the building may be known. There shall include without limitation be no allowance to Tenant for diminution of rental value and no liability on the fees part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenants making any repairs in the building or any such alterations, additions and expenses improvements. Furthermore, Tenant shall not have any claim against Owner by reason of Owner's imposition of such controls of the Trustee (manner of access to the building by Tenant's social or business visitors as the Owner may deem necessary for the security of the building and the fees and disbursements of its counsel) occupants. No Repre- sentations By Owner: 21. Neither Owner nor Owner's agents have made any representations or promises with respect to (A) legal the physical condition of the building, the land upon which it is erected or the demised premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the premises except as herein expressly set forth and document review no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Agreement, lease. Tenant has inspected the Pooling building and Servicing Agreement, the Certificates demised premises and related agreements, (B) attendance is thoroughly acquainted with their condition and agrees to take the same "as is" and acknowledges that the taking of possession of the demised premises by Tenant shall be conclusive evidence that the said premises and the building of which the same form a part were in good and satisfactory condition at the Closing time such possession was so taken, except as to latent defects. All understandings and (C) review agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant and any executory agreement an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the Mortgage Loans to be performed by the Trustee change, modification, discharge 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 periodicallyabandonment is sought.

Fees and Expenses. Subject Each Lien Grantor will forthwith upon demand pay to Section 17 hereof, EMC the Collateral Agent: (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 amount of any taxes that the Collateral Agent may have been required to pay by reason of the Mortgage Loan Sellers’ attorneys Transaction Liens or to free any Collateral from any other Lien thereon, (b) the amount of any and the all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that 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 Collateral Agent may incur in connection with any “blue sky” and legal investment matters, (vi) the fees and expenses administration or enforcement 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 AgreementSecurity Documents, 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 such reasonable out-of-pocket expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (ii) the collection, sale or other disposition of any Collateral or (iii) the exercise by the Purchaser Collateral Agent of any of its rights or powers under the Security Documents; (c) the amount of any fees that any Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement and (d) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and out-of-pocket expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with the purchase Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Agent's gross negligence or wilful misconduct or a breach of any duty that the Mortgage Loans Collateral Agent has under this Agreement (after giving effect to Section 16 and by Bear Xxxxxxx Section 17). Any such amount not paid to the Collateral Agent as soon as practicable will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the highest rate applicable to the base rate loans under the Credit Agreements. If any transfer tax, documentary stamp tax, withholding tax or other tax is payable 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 transfer or other transaction provided for above which are charged in the Security Documents, the Lien Grantors will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by such third party and which are billed periodicallylaw.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association or other quotation system on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Holders of a majority (iiby number of shares) 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 Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counselexpenses, if any, applicable to any Holder’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 Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (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 except as otherwise provided herein); selling commissions 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 stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf 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 Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Holder in connection with the purchase of the Mortgage Loans offer and by Bear Xxxxxxx in connection with the sale of such Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject At the Closing, the Seller shall pay (a) one-half of any escrow fee payable to the Title Company in its capacity as the escrow agent, (b) the premium for the standard ALTA portion of the premium associated with the Title Policy, (c) one-half of the cost of the Survey, and (d) any additional costs and charges customarily charged to sellers in accordance with common escrow practices in the county in which the Owned Real Property is located, other than those costs and charges specifically required to be paid by the Buyer hereunder. The Buyer shall pay (a) one-half of any escrow fee payable to the Title Company in its capacity as the escrow agent, (b) the premium for the ALTA and extended coverage portions of the Title Policy and the costs of any endorsements the Buyer may require, if any, (c) the recording fees required in connection with the transfer of the Owned Real Property to the Buyer, (d) one-half of the cost of the Survey, (e) any Transfer Taxes imposed in connection with the transfer of the Owned Real Property pursuant to Section 17 hereof, EMC (on its own behalf 6.4 and any supplemental taxes assessed against the Owned Real Property as a Mortgage Loan Seller result of the transaction contemplated hereby and on behalf of Master Funding(f) shall pay on any additional costs and charges customarily charged to buyers in accordance with common escrow practices in the Closing Date or such later date as may county in which the Owned Real Property is located, other than those costs and charges specifically required to be agreed to paid by the Purchaser (i) the Seller hereunder. Except as otherwise provided herein, all 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 incurred 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 (or related to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such fees and disbursements or expenses, whether or not such transactions are consummated. In the event of its counsel) with respect to (A) legal and document review termination of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review obligation of the Mortgage Loans each party to pay its own expenses will be performed subject to any rights of such party arising from a breach of this Agreement 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 periodicallyother.

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 The Bank will charge such fees for its services and be reimbursed for such of its expenses pursuant to Section 17 hereofthis Agreement as are set forth on Exhibit J, 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 which fees and expenses of the Mortgage Loan Sellers’ attorneys must be reasonable and the reasonable customary and which fees and expenses of the Purchaser’s are not to include any attorneys, (ii) the ’ or other professionals’ fees and expenses. The Company shall pay such 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 other than any fees and expenses in connection with any “blue sky” and legal investment mattersthe Private Owner Pledged Account, (v) the which such fees and expenses will be the responsibility of the Trustee which shall include without limitation the fees and expenses Private Owner. In furtherance of the Trustee (foregoing, if and to the extent that any fees or expenses in connection with the Private Owner Pledged Account are paid pursuant to Section 5.1(b) instead of being separately paid by the Private Owner, the Paying Agent is to notify the Initial Member and the Private Owner of such payment and the Private Owner forthwith is to make a deposit (from its own funds) into the Collection Account of an amount equal to the amount of such fees or expenses, and disbursements to the extent that the Private Owner fails to make such payment in full by the end of its counselthe month following receipt of such notice by the Initial Member, at the direction of the Initial Member, the Paying Agent is to deposit into the Collection Account on each succeeding Distribution Date an amount equal to any such outstanding deposit obligation of the Private Owner (after giving effect to any prior deposits into the Collection Account pursuant to this Section 8.1) with respect (as specified by the Initial Member to the Paying Agent) by deducting such deposit amount from the amounts that otherwise would have been distributed to the Private Owner (Aincluding as Manager) legal and document review pursuant to Section 5.1(b). Upon the resignation or removal of the Bank as Custodian or Paying Agent or the termination or assignment (“Termination”) 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 all fees and expenses as described in this Section 8.1 also will terminate as of each Rating Agency (both initial and ongoing)the date of Termination; provided, (viii) however, that the Bank will be entitled to receive fees and expenses relating accruing prior to the preparation date of Termination. Nothing in this Section 8.1 is to be construed to limit in any way the right of the Bank, in its respective capacities as Custodian and recordation of mortgage assignments (including intervening assignments, if any and if availablePaying Agent, to evidence a complete chain of title receive indemnification and reimbursement from the originator to Company and 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) hereofPrivate Owner, 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 applicable, pursuant 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 periodicallySection 13.1.

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 Each Lien Grantor will forthwith upon demand pay to Section 17 hereof, EMC the Collateral Agent: (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 amount of any taxes that the Collateral Agent may have been required to pay by reason of the Mortgage Loan Sellers’ attorneys Transaction Liens or to free any Collateral from any other Lien thereon, (b) the amount of any and the all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that 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 Collateral Agent may incur in connection with any “blue sky” and legal investment matters, (vi) the fees and expenses administration or enforcement 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 AgreementSecurity Documents, 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 such reasonable out-of-pocket expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (ii) the collection, sale or other disposition of any Collateral or (iii) the exercise by the Purchaser Collateral Agent of any of its rights or powers under the Security Documents; (c) the amount of any fees that any Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement and (d) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and out-of-pocket expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with the purchase Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Agent's gross negligence or wilful misconduct or a breach of any duty that the Mortgage Loans Collateral Agent has under this Agreement (after giving effect to Section 14 and by Bear Xxxxxxx Section 15). Any such amount not paid to the Collateral Agent as soon as practicable will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the highest rate applicable to the base rate loans under the Credit Agreements. If any transfer tax, documentary stamp tax, withholding tax or other tax is payable 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 transfer or other transaction provided for above which are charged in the Security Documents, the Lien Grantors will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by such third party and which are billed periodicallylaw.

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(a) Except as otherwise provided in this Agreement, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) whether or not the Transactions shall pay on the Closing Date or such later date as may be agreed to by the Purchaser consummated, (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 Buyers will pay the aggregate original principal amount of the Certificates all fees, expenses and the filing fee disbursements of the Commission as in effect on the date on which the Registration Statement was declared effectiveBuyers and their agents, (iv) the fees representatives, accountants and expenses including counsel’s fees and expenses counsel incurred in connection with the subject matter of this Agreement and any “blue sky” amendments to it and legal investment matters, (v) the fees all other costs and expenses of incurred in the Trustee which shall include without limitation the fees performance and expenses of the Trustee (and the fees and disbursements of its counsel) compliance 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 all conditions to be performed by Buyers under this Agreement and (ii) Sellers will pay the Trustee or aggregate of all fees, expenses and disbursements of Sellers and their respective agents, representatives, accountants and counsel incurred in connection with the Custodian on its behalfsubject matter of this Agreement and any amendments to it and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Sellers under this Agreement, (vi) the expenses for printing or otherwise reproducing the Certificatesincluding legal fees, the Prospectus investment banking and the Prospectus Supplementadvisory fees, (vii) the accounting 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 documented expenses (collectively, the “Sellers’ Expenses”). (b) All transfer, documentary, sales (including any bulk sales), use, stamp, registration and other Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred by the Purchaser in connection with the consummation of the Transactions, shall be paid by Buyers when due to the applicable Tax authority or remit to Sellers at Closing all sales, transfer, conveyance or other Taxes associated with the transfer of the Assets to Buyers pursuant to this Agreement. Buyers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by Applicable Law, the parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. Without limiting the generality of the foregoing, Buyers shall bear the payment of all transfer and sales and use Taxes and title fees related to the transfer of the Rolling Stock included in the Assets and incurred as a result of the Transactions. (c) Except as may be otherwise provided in this Agreement, all costs of closing the sale and purchase of the Mortgage Loans Real Property shall be borne as follows: (i) all costs of any kind associated with any financing obtained by Buyers shall be borne by Buyers, including any recording fees, documentary fees and/or stamp Taxes and by Bear Xxxxxxx in connection with (ii) all costs to obtain the Title Commitments and all Title Policy premiums, fees and costs and all other closing costs related to the sale and purchase 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 Real Property shall be borne by such third party and which are billed periodicallyBuyers.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company's performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company's employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) 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 Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Designated Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counsel’s fees and expenses in connection with expenses, if any, applicable to 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 Designated Holder's Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (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 except as otherwise provided herein); selling commissions 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 stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf 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 Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear Xxxxxxx in connection with the sale of such Designated Holder's Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

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 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 (a) As compensation for the services rendered to Section 17 hereofthe Fund pursuant to this Agreement the Fund shall pay Chase monthly fees determined as set forth in Schedule A to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the invoice. Upon any termination of the provision of services under this Agreement before the end of any month, EMC the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination. (on its own behalf b) For the purpose of determining fees calculated as a Mortgage Loan Seller function of the Fund's assets, the value of the Fund's assets and on behalf net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of Master Fundingthe Board. (c) shall pay on the Closing Date The Fund may request additional services, additional processing, or special reports, with such later date specifications and requirements documentation as may be reasonably required by Chase . If Chase elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses at its customary rates and charges. (d) Chase will bear its own expenses in connection with the performance of the services under this Agreement except as provided herein or as agreed to by the Purchaser (i) parties. The Fund agrees to promptly reimburse Chase for any services, equipment or supplies ordered by or for the Fund through Chase and for any other expenses that Chase may incur on the Fund's behalf at the Fund's request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of Chase, or the Fund's investment adviser or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; XXXXX filing fees', processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of Prospectuses for regulatory purposes and for distribution to current shareholders of the Mortgage Loan Sellers’ attorneys Fund (the Fund's Adviser or distributor to bear the expense of all other printing, production, and the reasonable fees distribution of Prospectuses, and marketing materials); expenses of printing and production costs of shareholders' reports and proxy statements and materials; expenses of proxy solicitation, proxy tabulation and annual meetings; costs and expenses of the Purchaser’s attorneys, (ii) the fees Fund stationery and forms; costs and expenses of Deloitte & Touche LLPspecial telephone and data lines and devices; costs associated with trust, (iii) shareholder, and Board meetings; trade association dues and expenses; reprocessing costs to Chase caused by third party errors; and any extraordinary expenses and other customary Fund expenses. In addition, Chase may utilize one or more independent pricing services to obtain securities prices and to act as backup to 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 effectiveprimary pricing services, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) determining the fees and expenses net asset values of the Trustee which shall include without limitation Fund. The Fund will reimburse Chase for the fees and expenses Fund's share of the Trustee (and cost of such services based upon the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementactual usage, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review or a pro-rata estimate of the Mortgage Loans to be performed by use, of the Trustee or services for the Custodian on its behalfbenefit of the Fund. (e) All fees, (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, or additional charges of Chase shall be billed on a monthly basis and shall be due and payable within fifteen (15) days of receipt of the invoice. (f) Chase will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month. The Fund will pay to Chase the expenses incurred by of effecting collection of any unpaid charges, including reasonable attorney's fees. (g) In the Purchaser event that the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection this Agreement (with the sale exception of specific amounts which may be contested in good faith by the CertificatesFund), this Agreement may be terminated upon thirty (30) days' written notice to the Fund by Chase. EMC The Fund must notify Chase in writing of any contested amounts within thirty (on its own behalf as 30) days of receipt of a Mortgage Loan Seller billing for such amounts. Disputed amounts are not due 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 payable while they are charged by such third party and which are billed periodicallybeing investigated.

Fees and Expenses. Subject The Guarantor covenants and agrees with the several Underwriters that the Guarantor 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 Guarantor's counsel and accountants in connection with the registration of the Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debt 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 Pricing Agreement, any Blue Sky Survey and any Legal Investment Memoranda; (iii) all reasonable expenses in connection with the qualification of the Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debt 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.; (v) any fees charged by securities rating services for rating the fees Preferred Securities 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, Subordinated Debt Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Preferred Securities; (vii) the fees and expenses of each Rating Agency (both initial the Debt Trustee, including the fees and ongoing), disbursements of counsel for the Debt Trustee in connection with the Indenture and the Subordinated Debt Securities; (viii) the fees and expenses relating to of the preparation Property Trustee, and recordation the Guarantee Trustee, including the fees and disbursements of mortgage assignments (including intervening assignments, if any counsel for the Property Trustee in connection with the Declaration and if available, to evidence a complete chain the Certificate 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 Trust; 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 11 hereof, the Purchaser in connection with the purchase Underwriters will pay all of the Mortgage Loans their own costs 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 expenses, including the fees provided for above which are charged by such third party and which are billed periodically.of their counsel, transfer taxes on resale

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 hereof, EMC (on its own behalf as a Mortgage Loan Seller a) All fees and on behalf of Master Funding) expenses incurred in connection with 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; provided, however, that in the event the Transactions are consummated, Spinco shall reimburse Weyerhaeuser, Weyerhaeuser Canada and Weyerhaeuser Saskatchewan for (i) the all fees and expenses (including fees and expenses of financial institutions, legal counsel, auditors and title companies) incurred in connection with the Mortgage Loan Sellers’ attorneys financing of the Transaction Debt, including the preparation of the New Debt Commitment Letter and the reasonable any other financing documents or other documents relating thereto (including any title reports, UCC searches and UCC filings) and roadshows, (ii) up to 50% of all fees and expenses (including fees and expenses of legal counsel, title companies and fees and expenses incurred with respect to efforts to obtain any Consents and Governmental Approvals) incurred in connection with the Purchaser’s attorneyssite separations set forth in Section 6.05 of the Contribution and Distribution Agreement, and (iiiii) the up to an amount of $28,000,000 of all fees and expenses (including fees and expenses of Deloitte & Touche LLPinvestment bankers, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates legal counsel, auditors and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the environmental consultants and 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) incurred with respect to (Aefforts to obtain any Consents or Governmental Approvals) 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 Transactions. This Section 6.11 does not relate to Transfer Taxes, which are the subject of Section 2.03 of the Mortgage Loans Tax Sharing Agreement. (b) Following the Closing, each of Weyerhaeuser and Spinco shall each be responsible for 50% of the capital expenditures and one-time start-up expenses incurred by Bear Xxxxxxx either party in connection with the sale actions required to separate the facilities of Spinco and Weyerhaeuser as disclosed in Section 9.03 of the CertificatesWeyerhaeuser Disclosure Letter under the heading “Site Services Agreements” (the “Site Separation Costs”). EMC (Prior to the Closing, Weyerhaeuser and Domtar shall agree on its own behalf as a Mortgage Loan Seller the procedures to be followed by Weyerhaeuser and on behalf Spinco to determine the amount of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided and methods of reimbursement for above which are charged by such third party and which are billed periodicallySite Separation Costs.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) shall pay on the Closing Date or such later date as may be agreed to As compensation for services rendered 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 Stonegate in connection with any the Placements, the Company agrees to pay Stonegate a fee (the “blue sky” and legal investment matters, Agency Fee”) of ten percent (v10%) the fees and expenses of the Trustee which gross proceeds from the sale of Securities in the Placements. The Agency Fee shall include without limitation be paid immediately upon the fees closing of each sale of Securities by the Company. (b) In the event that any Placement includes warrants that are subsequently exercised, any sums received by the Company as a result of such exercise shall be included in and expenses added to the gross proceeds from the sale of Securities in the Placements. Upon the exercise of any such warrant, regardless as to the timing of same, the Company shall immediately notify Stonegate of the Trustee exercise and shall pay to Stonegate all fees, including the above Agency Fee, associated with the exercise of the warrants. Placement Agency Agreement for - Cord Blood America Inc.11 (and c) In order to compensate Stonegate for its initial due diligence efforts, the fees and disbursements Company shall deliver to Stonegate (or Stonegate’s designee) 100,000 shares of its counsel) with respect fully paid non-assessable shares of common stock of the Company (the “Shares”), such shares to (A) legal and document review vest immediately upon the execution of this Agreement. The Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The Shares will be subject to the registration rights provisions set forth on Appendix I hereto. Under any circumstance, the Pooling shares shall have piggy-back registration rights and Servicing Agreement, be transferable. The Company will issue the Certificates Shares to such affiliates of Stonegate and related agreements, in such denominations as will be designated by Stonegate. (Bd) 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 The Company shall also promptly reimburse Stonegate 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 all reasonable out-of-pocket expenses incurred by the Purchaser Stonegate and its directors, officers and employees in connection with the purchase performance of Stonegate’s services under this Agreement. For these purposes, “out-of-pocket expenses” shall include, but not be limited to, attorneys’ fees and costs, telephone conference charges, courier, mail, supplies, travel, lodging, transportation, and similar expenses. All expenses must receive written pre-approval by the company. (e) Upon closing of the Mortgage Loans and by Bear Xxxxxxx in connection with Placement, the sale Company agrees to issue to Stonegate a Securities Purchase Warrant (the “Representative’s Warrant”) entitling the holder(s) thereof to purchase an amount of Securities equal to ten percent (10%) of the Certificatestotal number of Securities sold in the Placement for a period of five (5) years at an exercise price per share equal to the price at which the Securities are sold to Purchasers. EMC The Representative’s Warrant shall otherwise be substantially in the form of Exhibit A attached hereto. Under any circumstance, the Representative Warrant must provide for cashless exercise, transferability, piggy-back registration rights, and adjustments to warrant price and number of shares subject to warrant. (on its own behalf as a Mortgage Loan Seller and on behalf f) The obligations of Master Funding) additionally agrees to pay directly to the Parties under this Section 6 shall survive the termination of this Agreement for any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyreason.

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 will pay all expenses incident to Section 17 hereofthe performance of its obligations under this Agreement and the Pricing Agreement, EMC including but not limited to (on its own behalf A) any filing fees and other expenses incurred in connection with qualification of the Offered Securities for sale under the state securities or “blue sky” laws of such jurisdictions in the United States as a Mortgage Loan Seller the Representatives reasonably request (including those reasonable fees and on behalf disbursements of Master Fundingcounsel to the Underwriters incurred in connection with such qualifications) shall pay on and the Closing Date or such later date as may be agreed preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Purchaser (i) the fees and expenses National Association of Securities Dealers, Inc. of the Mortgage Loan Sellers’ attorneys Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Purchaser’s attorneysUnderwriters relating to such review), (iiC) the Company’s costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company including the chartering of airplanes, (D) fees and expenses of Deloitte & Touche LLPincident to listing the Offered Securities on the New York Stock Exchange, (iiiE) 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 mattersthe registration of the Offered Securities under the Exchange Act, (vF) the fees and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and (G) for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition to the foregoing, the Company will pay the Representatives of behalf of the Trustee which shall include without limitation Underwriters on 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 First 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 Date reasonable out-of-pocket expenses incurred by the Purchaser in connection with Underwriters (up to an aggregate amount of $750,000, exclusive of Value Added Tax or similar taxes, if such tax or taxes are applicable). In addition, the purchase Company will also pay the fees and expenses 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 periodicallyQualified Independent Underwriter.

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 hereofOn any Payment Date, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) the Borrower shall pay from funds on deposit in the Closing Date or such later date as may be agreed Accounts that are available therefor in accordance with this Agreement, (i) to the Lenders on demand, all reasonable and documented out-of-pocket expenses and legal fees (excluding any allocated costs for in-house legal services), including any reasonable and documented costs associated with any audit of the Borrower requested by the Purchaser Administrative Agent, incurred by such party or its Affiliates in connection with this Agreement, or any instruments or agreements executed in connection herewith or therewith, provided that solely in the case of reimbursement of legal fees for the Lenders (iother than the Administrative Agent) the Borrower shall only be obligated to reimburse such Lenders for legal fees and expenses of one counsel for all such Lenders except that, if any such Lender reasonably determines that counsel for the Lenders has a conflict of interest, the Borrower shall pay the reasonable fees and disbursements of additional counsel selected by such Lender (in addition to any local counsel) separate from counsel for all Lenders in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, (ii) any annual governmental fees of the Borrower, (iii) the fees and expenses of the Mortgage Loan Sellers’ attorneys Custodian under the Custody Agreement and the reasonable fees Securities Intermediary under the Account Control Agreement and (iv) any other expenses of the Purchaser’s attorneysBorrower that the Collateral Manager has approved (which, for the avoidance of doubt, shall not include any fees or expenses payable to the Collateral Manager) including, but not limited to, assignment fees, legal fees, restructuring fees and outside advisor fees incurred in relation to the Assets. Notwithstanding the foregoing, (iii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee Borrower shall not be responsible 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 costs and expenses of the Lenders in connection with documenting the Transaction Documents that exceed, in the aggregate, $100,000 without the Administrative Agent obtaining the Borrower’s prior written consent and (ii) all of the costs and expenses incurred by the Purchaser in connection Lenders pursuant to this Section 13(d) shall be directly related to the Transaction Documents. This Section 13(d) shall not apply 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 respect to pay directly to Taxes other than any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyTaxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

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 (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 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 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 certificates representing the Securities, this Agreement, any Pricing Agreement, any Deposit 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 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 terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities and all costs and expenses incident to be performed by listing the Trustee or Depositary Shares on the Custodian on its behalf, NYSE; (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, registrar or depositary for the Securities and ongoing)the fees and disbursements of counsel for any such transfer agent, registrar or depositary for the Securities in connection with the Certificate of Designations, any Depositary Receipts, any Depositary Agreement 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 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 All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) 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 Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission expenses incurred by any Designated Holder which are not specifically payable by the Company as in effect on described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, the date on which the Registration Statement was declared effectivefollowing: underwriting fees, (iv) the fees discounts and expenses including counselexpenses, if any, applicable to any Designated Holder’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 Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (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 except as otherwise provided herein); selling commissions 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 stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf 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 Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear Xxxxxxx in connection with the sale of such Designated Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

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 Except with respect 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) costs and expenses of printing and mailing, to the extent applicable, the Joint Proxy Statement/Prospectus and all other fees paid to the SEC or any state securities regulator in connection with the Mergers, (ii) all filing and other fees in connection with any filing under the HSR Act and (iii) fees and expenses for legal services to OTF II, OTF and Merger Sub in connection with this Agreement and the Transactions, which, in each case, shall be borne equally by OTF and OTF II, all fees and expenses incurred in connection with the Mergers, this Agreement and the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated provided that, for the avoidance of doubt, all fees and expenses of Merger Sub shall be paid by OTF. Solely in the Mortgage Loan Sellers’ attorneys event the Mergers are consummated, OTF Adviser shall reimburse each of OTF and OTF II for 50% of all fees and expenses incurred and payable by OTF II or on its behalf, on the one hand, or OTF or on its behalf, on the other hand, in connection with or related to the Mergers, this Agreement and the reasonable Transactions (including all documented fees and expenses of counsel, accountants, experts and consultants to OTF II or the Purchaser’s attorneysOTF II Special Committee, (iion the one hand, or OTF or the OTF Special Committee, on the other hand) with the amount reimbursed by OTF Adviser to be allocated among OTF and OTF II in a mutually agreeable manner; provided, however, that the aggregated amount of such 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 reimbursed by OTF Adviser 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 periodicallynot exceed $4,750,000.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) of the Registrable Securities requested to be included in such Registration Statement and fees and expenses disbursements of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on the aggregate original principal amount Company and all independent certified public accountants of the Certificates Company, and other Persons retained by the Company will be borne by the Company, and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCompany will pay its internal expenses (including, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matterswithout limitation, (v) the fees all salaries and expenses of the Trustee which shall include without limitation Company’s employees performing legal or accounting duties), the fees and expenses expense of any annual audit or quarterly review, the expense of any liability insurance of the Trustee (Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities or any of the expenses incurred by any Designated Holder that are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of its counsel) with respect counsel or other professionals that any Designated Holder may choose 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 retain in connection with the purchase Registration Statement filed pursuant to this Agreement (except as otherwise provided above or in the Securities Purchase Agreement); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of the Mortgage Loans and any Designated Holder; any other expenses incurred by Bear Xxxxxxx or on behalf of such Designated Holder in connection with the offer and sale of such Designated Holder’s Registrable Securities other than expenses that the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject All sums paid or incurred by the Mortgagee for the expenses (including reasonable attorneys' fees) of enforcing, defending or upholding the lien of this Mortgage, regardless of whether any action or proceeding has been commenced, but including any action to Section 17 hereofforeclose the Mortgage or to collect the debt secured thereby, EMC shall be paid by the Mortgagor, together with interest thereon at the rate set forth in the Note (on its own behalf as but in no event shall the interest rate be more than the law allows), and such sum and the interest thereon shall be a Mortgage Loan Seller and on behalf of Master Funding) shall pay lien on the Closing Date mortgaged premises, prior to any right, or such later date as may be agreed title to, interest in or claim upon said mortgaged premises attaching or accruing subsequent to by the Purchaser (i) the fees and expenses lien of the Mortgage Loan Sellers’ attorneys and shall be secured by the Mortgage. In addition to and not in limitation of the foregoing, in any action or proceeding to foreclose the Mortgage, or to recover or collect the debt secured thereby, the provisions of law respecting the recovery of costs, disbursements and allowances shall also apply. The expenses of pursuing, searching for, retaking, receiving, holding, storing, safe-guarding, any environmental testing and cleanup, insuring, accounting for, advertising, preparing for sale or lease, selling, leasing and the reasonable like, plus attorney's fees, fees for certified public accountants, fees for auctioneers, fees for brokers and/or appraisers, fees for security guards, fees for environmental auditors and expenses engineers, fees for hazard insurance premiums, or any other costs or disbursements whatsoever incurred by or contracted for by the Mortgagee in connection with the disposition of the Purchaser’s attorneysmortgaged premises (including any of the foregoing incurred or contracted for by the Mortgagee in connection with any bankruptcy or insolvency proceedings involving the Mortgagor) -- shall all be chargeable to Mortgagor and shall be secured by the Mortgage, (ii) and said Mortgagor will also be responsible for any deficiency. Without limiting the fees generality of the foregoing, if at any time the United States of America, any state thereof or any governmental subdivision of such state, having jurisdiction, shall require internal revenue stamps to be affixed to the Note, or other tax paid on or in connection therewith, Mortgagor will pay the same with any interest or penalties imposed in connection therewith. If, by reason of the additional sums that may become secured by the lien of this Mortgage pursuant to the terms hereof, a court or other governmental authority having jurisdiction at any time shall determine that this Mortgage falls within the ambit of Section 256 of the Tax Law of the State of New York, then Mortgagee reserves the right, in its sole and expenses of Deloitte & Touche LLPabsolute discretion, (iii) to elect not to have such additional sums secured by this Mortgage and thereby reduce the fee for indebtedness secured hereby to a definite amount equal to the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Note, interest thereon at the rate provided in the Note, plus any disbursements made to protect the security of this Mortgage, with annual interest on such disbursements at the rate applicable to overdue payments under the Note (or the highest rate permitted by law, whichever shall be less), plus any such other sums as by statute or judicial interpretation now or hereafter may be permitted to be secured by the lien of a mortgage without incurring any additional mortgage recording tax. Any election by Mortgagee to so reduce the indebtedness secured hereby shall in no event be deemed a release, waiver or discharge by Mortgagee of Mortgagor's obligation to pay or reimburse Mortgagee for such sums and the filing fee such obligation shall continue unimpaired and shall be recourse obligations of Mortgagor and any Guarantor of the Commission as indebtedness secured hereby, regardless of any other provisions set forth herein or in effect on the date on which Note or in any such guaranty that may limit recourse against Mortgagor or anyone else. It is further understood and agreed that any sums, including, without limitation, any prepayment penalties, late charges or liquidated damages, that may become due and payable pursuant to 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 terms of the Trustee which Note and/or this Mortgage and that are in the nature of interest shall, for the purpose of determining the amount of mortgage recording tax due and payable on this Mortgage, be considered as additional interest, whether or not so denominated, and such sums shall include be secured by the lien of this Mortgage to the fullest extent possible without limitation the fees and expenses causing this Mortgage to be covered by Section 256 of the Trustee (New York Tax Law, and the fees shall not be deemed principal 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 shall not accrue 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 periodicallyinterest thereon.

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 (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 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 Whether or not the transactions contemplated hereby shall be consummated or any Securities shall be purchased, each Company agrees to Section 17 hereofpay promptly, EMC or as indicated below, to each Holder Party, or reimburse each Holder Party for, the following: (on its own behalf as a Mortgage Loan Seller a) all the actual 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 reasonable costs, fees and expenses of negotiation, preparation, execution and closing of the Mortgage Loan Sellers’ attorneys Transaction Documents and the purchase and sale of the Securities in connection therewith and the consummation of the other transactions contemplated hereby to be consummated on or about the Closing Date, including the reasonable fees, expenses and disbursements of counsel to such Holder Party in connection therewith; provided, that such reimbursement obligation shall not exceed $10,000 for the Collateral Agent and $50,000 for [INVESTOR] and its Related Parties, in the aggregate; (b) all the costs, fees and expenses of preparation, printing and distribution of any registration statement for the Purchaser’s attorneysSecurities or of the Transfer Agent (including any fees required for same-day processing of any instruction letter delivered by DHAC and any Notice of Conversion delivered by any Holder) and all other costs and expenses (including stamp taxes and other taxes and duties levied) incurred in connection with the delivery to or conversion by, any Holder of any Securities or the Conversion Shares; (iic) all the actual and reasonable costs, fees and expenses of Deloitte & Touche LLPcreating and perfecting Liens in favor of such Holder Party, pursuant to any Transaction Document, including costs associated with any Intellectual Property Security Agreement or Control Agreement, UCC fees, other filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to such Holder Party; (iiid) all the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates actual and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectivereasonable costs, (iv) the fees and expenses of administration of the Transaction Documents and preparation, execution and closing of any consents, amendments, waivers or other modifications thereto, including counsel’s fees the reasonable fees, expenses and expenses disbursements of counsel to such Holder Party in connection therewith and in connection with any “blue sky” other documents or matters requested by such Company Party (including through agents, contractors, trustees, representatives and legal investment mattersadvisors) or otherwise prepared or delivered in connection with any Transaction Document; (e) all the actual and reasonable costs, (v) the fees and fees, 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 Agreementany auditors, the Pooling and Servicing Agreementaccountants, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee consultants 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 appraisers used in connection with the purchase Transaction Documents; (f) all the actual and reasonable costs, fees and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by such Holder Party and its counsel) in connection with the Mortgage Loans inspection, verification, custody or preservation of any collateral, to the extent required or permitted under any Transaction Document; and (g) all costs, fees and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by Bear Xxxxxxx any Holder in enforcing any obligation owed hereunder of or in collecting any payments due from any Company Party hereunder or under the other Transaction Documents (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of any guaranty) or in connection with any negotiations, reviews, refinancing or restructuring of the Certificates. EMC (on its own behalf as credit arrangements provided hxxxxxxxx, including in the nature of a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly “work out” or pursuant to any third party on a timely basis insolvency or bankruptcy cases or proceedings. The foregoing shall be in addition to, and shall not be construed to limit, any other provisions of the fees provided for above which are charged Transaction Documents regarding indemnification and costs and expenses to be paid by such third party and which are billed periodicallythe Company Parties.

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 Company shall be responsible for the payment of any placement agent’s fees and expenses or commissions, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Purchaser) relating to or arising out of the Mortgage Loan Sellers’ attorneys transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Agent. The Company shall pay, and the hold each Purchaser harmless against, any liability, loss or expense (including, without limitation, 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 counselattorney’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) arising in connection with any claim relating to any such payment. In addition to the foregoing (and without duplication), the Company agrees to reimburse Highbridge International LLC (“Highbridge”) or its designee(s) for all reasonable costs and expenses incurred by the Purchaser in connection with the purchase transactions contemplated by the Transaction Documents (including all reasonable legal fees and disbursements in connection therewith, documentation and implementation of the Mortgage Loans transactions contemplated by the Transaction Documents and due diligence in connection therewith), which amount (less the $100,000 paid by Bear Xxxxxxx the Company to Highbridge prior to the date hereof) shall be withheld by Highbridge from its Purchase Price at the Closing. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Certificates. EMC Securities to the Purchasers. (on ii) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company shall pay or cause to be paid all costs and expenses incident to the performance of its own behalf obligations hereunder, including without limitation, all fees, costs and expenses (A) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as a Mortgage Loan Seller the Purchasers may reasonably designate, (iii) in connection with the admission of the Debentures for trading in the Private Offerings, Resales and on behalf Trading through Automated Linkages (PORTAL) MarketSM (“PORTAL”) of Master Fundingthe National Association of Securities Dealers, Inc. (“NASD”), (iv) additionally agrees to pay directly related to any third party on a timely basis filing with the fees provided for above which are charged by such third party NASD and which are billed periodically(v) in connection with satisfying its obligations under Section 4(e).

Fees and Expenses. Subject Each of the Trust and the Company, jointly and severally, covenants and agrees with the several Underwriters 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 counsel and accountants to the Mortgage Loan Sellers’ attorneys Company and the Trust 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, Base Prospectus, any Preliminary 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 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 reasonable 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 counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review by the National Association of this AgreementSecurities Dealers, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review Inc. 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 the Trustees, the Indenture Trustee, the Guarantee Trustees, any transfer agent or registrar, dividend disbursing agent or conversion agent, and ongoing), the fees and disbursements of counsel for any such trustee or agent in connection with any Securities Agreement; (viii) the all fees and expenses relating in connection with listing of the Securities on any securities exchange on which such securities are required to be listed pursuant 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 applicable Pricing Agreement; (ix) Mortgage File due diligence any travel expenses of the Company's officers and employees and any other out-of-pocket expenses of the Trust or the Company incurred by the Purchaser in connection with the purchase attending or hosting meetings with prospective purchasers of the Mortgage Loans Securities; and by Bear Xxxxxxx in connection with (x) all other costs and expenses incident to the sale performance of the Certificatesobligations of the Trust or the Company hereunder and under the Pricing Agreement, 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 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 9.1 As part of its commitment to Section 17 hereofquality improvement and patient safety, EMC (on its own behalf as the practice agrees to: a) Pay AGPAL a Mortgage Loan Seller non-refundable self-assessment fee, which provides access to AccreditationPro – AGPAL’s online self-assessment software – plus access to AGPAL’s online resources and on behalf of Master Fundingon- going accreditation support through the accreditation hub; and b) shall pay on Pay AGPAL an accreditation fee, which covers the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses cost of the Mortgage Loan Sellers’ attorneys on-site assessment and the reasonable fees and expenses cost of the Purchaser’s attorneys, (ii) on-going activities involved in operating the fees and expenses of Deloitte & Touche LLP, (iii) the accreditation program. The fee for the use of Purchaser’s Registration Statement is calculated 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 surveyor tasking relating to the preparation size of the practice, including the number of general practitioners and recordation of mortgage assignments (including intervening assignmentsregistrars, if any and if available, to evidence a complete chain of title the practice’s location. 9.2 If the practice withdraws from the originator accreditation program after payment of the self-assessment fee but before the self-assessment is submitted, a cancellation fee of $750 may be applicable. 9.3 If the practice withdraws from the accreditation program after submission of the self-assessment but before the on-site assessment, a cancellation fee of 25% of the accreditation fee is applicable. An administration fee of 10% may also apply. 9.4 Additional fees may apply in the following circumstances: a) If the practice chooses to complete and submit its self-assessment manually (i.e. paper- based), an additional fee is applicable; b) If travel and accommodation costs for the on-site assessment result in AGPAL being out of pocket due to the Trusteelocation, AGPAL may charge an additional fee to cover the excessive travel and accommodation costs of the surveyors; c) from If a re-assessment (either an on-site assessment or desktop audit) is required as part of the Mortgage Loan Seller accreditation decision conditions, a re-assessment fee is applicable; d) If the practice’s accreditation lapses and the practice has to re-register to complete the accreditation process to enable them to attain or maintain accreditation, an additional fee is applicable; e) If the practice relocates during an accreditation cycle and AGPAL is required to undertake a transfer of the accreditation status to the Trustee or the expenses relating new location, including, where applicable, an on- site inspection 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 ensure continued compliance with the purchase Standards, an additional fee is applicable; f) If the practice informs AGPAL the date of the Mortgage Loans planned on-site assessment must be cancelled or rescheduled (refer to Section 17). 9.5 The self-assessment fee, accreditation fee, manual self-assessment fee, re-assessment fee, relocation fee, recovery of expenses fee, and by Bear Xxxxxxx in connection with the sale cancellation fee will be paid within 30 days of the Certificatesreceipt of an invoice. 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 Version: 7.0 Page | 6 Document Updated: Oct2019 9.6 AGPAL will review the fees provided for above which on an annual basis and may increase the relevant fees due to increases in costs in the accreditation program. The practice will be advised of any increase in the fee in writing before such increases are charged by such third party and which are billed periodicallyapplied.

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 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.