Common use of Fees and Expenses Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s '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 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 Article VII 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 the applicable Lender of Registrable Securities intends to make sales of Registrable Securities with the Financial Industry Regulatory Authority, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (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 Article VII. 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 Article VII (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 of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Lender.

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 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) The Borrower shall pay on the Closing Date within thirty (30) days (or such later date longer period as the Administrative Agent may be agreed to by the Purchaser agree) after receipt of reasonably detailed documentation therefor, (i) the fees all reasonable 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 documented out-of-pocket expenses incurred by the Purchaser Administrative Agent and the Joint Lead Arrangers (limited, in the case of legal costs and expenses, to the reasonable and documented out-of-pocket expenses of one counsel to all such Persons, taken as a whole, and, if reasonably necessary and with the Borrower’s consent (not to be unreasonably withheld), a single local counsel for all such Persons, taken as a whole, in each relevant material jurisdiction) in connection with due diligence performed in connection with the purchase arrangement of the Mortgage Loans credit facilities provided for herein, the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of the Loan Documents (to the extent not paid on the Effective Date), (ii) all reasonable and documented out-of-pocket expenses incurred by Bear Xxxxxxx the Administrative Agent (limited, in the case of legal costs and expenses, to the reasonable and documented out-of-pocket expenses of one counsel and, if reasonably necessary and with the Borrower’s consent (not to be unreasonably withheld), a single local counsel in each relevant material jurisdiction) in connection with any amendments, modifications or waivers of the provisions of the Loan Documents, (iii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the sale issuance, amendment, renewal or extension of any Letter of Credit and (iv) all reasonable and documented out-of-pocket expenses incurred by the Certificates. EMC Administrative Agent and the Lenders (on its own behalf limited, in the case of legal costs and expenses, to the reasonable and documented out-of-pocket expenses of one counsel to all such Persons, taken as a Mortgage whole, and, if reasonably necessary and with the Borrower’s consent (not to be unreasonably withheld), a single local counsel for all such Persons, taken as a whole, in each relevant material jurisdiction), in connection with the enforcement of any rights under this Agreement or any other Loan Seller and on behalf of Master Funding) additionally agrees Documents, including rights under this Section; provided, the Borrower shall not be obligated to pay directly to for any third party on a timely basis advisor or consultants (in addition to those set forth in the fees immediately preceding clause (iv)), except following an Event of Default with respect to which the Requisite Lenders have accelerated the Loans or are pursing remedies, in which case the Borrower shall pay the reasonable and documented out-of-pocket expenses of one additional advisor to the extent the Borrower has provided for above which are charged by such third party and which are billed periodicallyits prior written consent (in its sole discretion).

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

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

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

Fees and Expenses. Subject to Section 17 16 hereof, EMC (on its own behalf as a 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 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 Article III 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 Subscriber 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) Securities Act liability insurance, if the Company so desires such insurance, and (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 Article III. 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 Article III (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 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 periodicallySubscriber.

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

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

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

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

Fees and Expenses. Subject to Section 17 hereof, EMC (reimbursement or partial reimbursement 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 an installment basis by the Purchaser Fund(s), as set forth in the Prospectus, the General Partner will pay all costs and expenses relating to (i) the fees preparation, printing and expenses filing with the SEC, CFTC and NFA of the Mortgage Loan Sellers’ attorneys Registration Statement and (in certain cases) exhibits thereto, each preliminary prospectus, the Prospectus and all amendments and supplements to the Registration Statement and the reasonable fees and expenses of the Purchaser’s attorneysProspectus, (ii) the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 3 hereof, including the fees and expenses disbursements of Deloitte & Touche LLPlegal counsel in connection therewith and in connection with the preparation and printing of preliminary or supplementary Blue Sky Surveys, (iii) the fee for furnishing to the use Selling Agents of Purchaser’s Registration Statement based on copies of each preliminary prospectus, the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which Prospectus, the Registration Statement was declared effectiveand all amendments or supplements thereto, and of such other documents required to be furnished to the Selling Agents, including costs of shipping and mailing, (iv) the fees and expenses including counsel’s fees and expenses filing requirements of FINRA in connection with any “blue sky” its review of the terms and legal investment mattersarrangements of the proposed financing, (v) the fees and expenses disbursements of the Trustee which shall include without limitation the fees and expenses of the Trustee Escrow Agent, (and the vi) all fees and disbursements of its counsel) the Funds’ accountants and auditors in connection with respect to (A) legal the financial statements 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, performance records contained in the Prospectus and the Prospectus Supplementpreparation and delivery of any other documents to be prepared and delivered in connection with the transactions contemplated hereby, (vii) the fees and expenses disbursements of each Rating Agency (both initial legal counsel in connection with the organization of the Funds with the offering of the Units, and ongoing), (viii) the fees all other organization and offering expenses relating to the preparation and recordation of mortgage assignments (Fund(s), 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 incurred in any “roadshow” 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 offering of the Mortgage Loans Units and the Selling Agents’ reasonable “due diligence” Public Fund — Selling Agreement (2/10) 7 expenses, within the guidelines established by Bear Xxxxxxx in connection with the sale FINRA Rule 2310. Each other party shall bear all of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller expenses under this Agreement, including fees and on behalf disbursements 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 periodicallyits counsel.

Fees and Expenses. Subject to Section 17 hereofWhether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) the Company shall pay on or cause to be paid all fees, costs and expenses incident to the Closing Date or such later date as may be agreed to by performance of its obligations hereunder, including without limiting the Purchaser generality of the foregoing, all fees, costs and expenses (i) incident to the fees preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneysTrustee, (ii) payable to rating agencies in connection with any rating of the fees and expenses of Deloitte & Touche LLPNotes, (iii) incurred in connection with the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount qualification of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveSecurities for sale under state securities laws, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” the approval of the Underlying Securities and legal investment mattersthe Warrant Shares for listing on the Principal Market, (v) in connection with the fees and expenses admission for trading of the Trustee which shall include without limitation Notes on any securities exchange or inter-dealer quotation system (as well as in connection with the fees and expenses admission of the Trustee Notes for trading in the Private Offering, Resales and Trading through Automatic Linkages (and the fees and disbursements of its counsel“PORTAL”) 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 system of the Mortgage Loans to be performed by the Trustee National Association of Securities Dealers, Inc. (“NASD”) or the Custodian on its behalfany appropriate market system), (vi) related to any filing with the expenses for printing or otherwise reproducing the Certificates, the Prospectus Principal Market and the Prospectus Supplement, (vii) in connection with satisfying its obligations under Section 5(a). In addition to the fees foregoing (and expenses of each Rating Agency (both initial and ongoingwithout duplication), (viii) the fees Company agrees to pay each Purchaser their reasonable 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 documented out-of-pocket expenses incurred by the Purchaser in connection with the purchase negotiation, due diligence and documentation of the Mortgage Loans Transaction Documents and by Bear Xxxxxxx the transactions contemplated thereby (“Transaction Expenses”); provided, that the maximum amount of Transaction Expenses that the Company shall be obligated to pay to Highbridge International LLC shall not exceed $200,000 (the “Highbridge Expense Cap”) and the maximum amount of Transaction Expenses that the Company shall be obligated to pay to the other Purchasers shall not exceed $100,000 in connection with the sale aggregate (the “Transaction Expense Cap”), which Transaction Expense Cap shall be allocated pro rata among the Purchasers (other than Highbridge International LLC) based upon the principal amount of the Certificates. EMC Securities purchased by each such other Purchaser relative to the principal amount of all Securities purchased by the Purchasers (on its own behalf as a Mortgage Loan Seller other than Highbridge International LLC) in the aggregate (the “Purchaser’s Pro Rata Amount”); provided further, that if the aggregate Transaction Expenses incurred by the Purchasers exceeds the collective amount of the Highbridge Expense Cap and on behalf of Master Funding) additionally agrees the Transaction Expense Cap, the Company shall be obligated to pay directly to Highbridge International LLC the full amount of its Transaction Expenses (up to and subject to the Highbridge Expense Cap) and to pay each such other Purchaser such Purchaser’s Pro Rata Amount of the Transaction Expense Cap. Except as expressly set forth in this Section 5(c) and in Sections 8 and 11, the Company shall have no obligation to pay any third party on a timely basis costs and expenses of the fees provided for above which are charged by such third party and which are billed periodicallyPurchasers (except as set forth in the Registration Rights Agreement).

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan the Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the filing fee charged by the Commission for the use of Purchaser’s Registration Statement based on the aggregate original principal amount registration of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCertificates, (iv) the fees and expenses including counsel’s 's fees and expenses in connection with any “"blue sky” " and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx 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 hereof, EMC (reimbursement or partial reimbursement 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 an installment basis by the Purchaser Partnership, as set forth in the Prospectus, the General Partner will pay all costs and expenses relating to (i) the fees preparation, printing and expenses filing with the SEC, CFTC and NFA of the Mortgage Loan Sellers’ attorneys Registration Statement and (in certain cases) exhibits thereto, each preliminary prospectus, the Prospectus and all amendments and supplements to the Registration Statement and the reasonable fees and expenses of the Purchaser’s attorneysProspectus, (ii) the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 3 hereof, including the fees and expenses disbursements of Deloitte & Touche LLPlegal counsel in connection therewith and in connection with the preparation and printing of preliminary or supplementary Blue Sky Surveys, (iii) the fee for furnishing to the use Selling Agents of Purchaser’s Registration Statement based on copies of each preliminary prospectus, the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which Prospectus, the Registration Statement was declared effectiveand all amendments or supplements thereto, and of such other documents required to be furnished to the Selling Agents, including costs of shipping and mailing, (iv) the fees and expenses including counsel’s fees and expenses filing requirements of the NASD in connection with any “blue sky” its review of the terms and legal investment mattersarrangements of the proposed financing, (v) the fees and expenses disbursements of the Trustee which shall include without limitation the fees and expenses of the Trustee Escrow Agent, (and the vi) all fees and disbursements of its counsel) Arthxx X. Xxxx, Xx. & Xssociates in connection with respect to (A) legal the financial statements 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, performance records contained in the Prospectus and the Prospectus Supplementpreparation and delivery of any other documents to be prepared and delivered in connection with the transactions contemplated hereby, (vii) the fees and expenses disbursements of each Rating Agency (both initial legal counsel in connection with the organization of the Partnership with the offering of the Units, and ongoing), (viii) the fees all other organization and offering expenses relating to the preparation and recordation of mortgage assignments (Partnership, 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 incurred in any "roadshow" 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 offering of the Mortgage Loans Units and the Selling Agents' reasonable "due diligence" expenses, within the guidelines established by Bear Xxxxxxx in connection with the sale NASD Rule 2810. Each other party shall bear all of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller expenses under this Agreement, including fees and on behalf disbursements 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 periodicallyits counsel.

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 hereofWithout in any way limiting Sections 8.2(b) and 8.2(c), EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on if the Closing Date or such later date as may be agreed to by the Purchaser does not occur, (i) the fees all Expenses incurred by Investor shall be paid by Investor 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 all Expenses incurred by the Trustee MI Group or the Custodian on its behalf, (vi) the expenses for printing MVT Group shall be paid by MI Corp. 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) hereofMVT Corp., as the case may be. If the Closing occurs, all Expenses incurred by Investor on or prior to the Closing Date shall be paid by MVT Holding or MVT Corp. within three Business Days of the Closing Date by wire transfer of immediately available funds to an account specified in writing by Investor (and (ix) Mortgage File due diligence expenses no MI Group member shall have any obligation with respect thereto), all Expenses incurred by MVT Group shall be paid by MVT Corp. and other all Expenses incurred by the MI Group shall be paid by MI Corp. All Expenses of any party incurred after the Closing Date shall be paid by such party. As used in this Agreement, “Expenses” means all out-of-pocket expenses (including applicable filing and registration fees and all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants to a party hereto and its Affiliates) incurred by a party hereto or on its behalf in connection with or related to the Purchaser authorization, preparation, negotiation, execution and performance of this Agreement, the Transaction Agreements and the Transactions and the transactions contemplated under the Transaction Agreements, including the preparation, printing, filing and mailing of the Form S-4, the Form 10 and the Proxy Statement and all other matters related to the Transactions. All fees or expenses charged by Persons providing the Debt Financing to MVT Holding, MVT Corp. and their respective Subsidiaries, any interest expenses of the Debt Financing and any reasonable and documented out-of-pocket expenses of MI Corp., MVT Corp., MVT Holding or any of their respective Subsidiaries and, if the Closing occurs, Investor or the Equity Fund (including applicable filing and registration fees and all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants to a party hereto and its Affiliates), incurred in connection with the purchase of the Mortgage Loans and Debt Financing shall be borne 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 periodicallyMVT Corp. or MVT Holding).

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

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

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

Fees and Expenses. Subject The Selling Noteholder covenants and agrees with the several Underwriters that the Selling Noteholder will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof as reasonably requested by the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, closing documents (including any compilations thereof) 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 securities laws as provided in Section 6(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the preparation of the legal investment survey (which shall not in any case exceed the estimate previously provided to the Company); (iv) any fees charged by securities rating services for rating the Securities; (v) the filing fees incident to, and the reasonable fees and expenses disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. 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 terms of the Certificates and the filing fee sale of the Commission as in effect on the date on which the Registration Statement was declared effective, Securities (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 not in any case exceed the fees and expenses of estimate previously provided to 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, Company); (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 Trustee; and ongoing), (viii) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 10 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignmentstheir counsel, if transfer taxes on resale of 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 Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller All Expenses incurred in connection with this Agreement and on behalf of Master Funding) the transactions contemplated hereby shall pay on the Closing Date or such later date as may be agreed to paid by the Purchaser party incurring such Expenses and the Company and HSW shall each pay, when due, one-half of all Expenses relating to (i) printing, filing and mailing the fees and expenses of the Mortgage Loan Sellers’ attorneys Form S-4 and the reasonable Proxy Statement, other registration statements required under any Ancillary Agreements with respect to Parent Common Stock and all SEC and other regulatory filing fees incurred in connection with the Form S-4, the Proxy Statement and expenses of the Purchaser’s attorneyssuch other registration statements, (ii) the fees NASDAQ listing application and expenses of Deloitte & Touche LLP, other listing costs and (iii) the filing fee for the use of Purchaser’s Registration Statement based on Notification and Report Forms filed under HSR Act, except that if the aggregate original principal amount of Transaction is consummated, the Certificates Surviving Corporation shall be responsible for, reimburse or pay any and all Expenses incurred by the parties hereto in connection with this Agreement and the filing fee of transactions contemplated hereby. Notwithstanding any other provision in this Agreement, the Commission as in effect on the date on which the Registration Statement was declared effectiveSurviving Corporation shall not be responsible for, reimburse or pay (ivA) the any penalties or late fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersExpenses incurred by HSW, (v) the fees and expenses Parent or Merger Sub as a result of the Trustee which shall include without limitation failure of such Person to pay such Expenses when due except to the extent that the Company, or the Surviving Company pursuant hereto, is responsible for, reimburses or pays any penalties or late fees and expenses of in connection with any Expenses incurred by the Trustee (and the fees and disbursements Company or any of its counselSubsidiaries or Xxx Xxxx or (B) with respect any Expenses relating to (A) legal the performance of HSW or Xxx Xxxx under the Ancillary Agreements from and document review of after the effective time thereof. As used in 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 “Expenses” includes all reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by the Purchaser a party or on its behalf in connection with or related to the purchase authorization, preparation, negotiation, execution and performance of this Agreement and the Mortgage Loans Ancillary Agreements and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller transactions contemplated hereby 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 periodicallythereby.

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

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

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

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

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

Fees and Expenses. Subject 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 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 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 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 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 (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, Cinemark agrees to Section 17 hereofpay all costs, EMC (on its own behalf as a Mortgage Loan Seller expenses, fees and on behalf of Master Funding) shall pay on taxes in connection with this Agreement and the Closing Date or such later date as may be agreed to transactions contemplated hereby and by the Purchaser other Operative Documents, including without limitation all costs, expenses, fees and taxes relating to: (i) the fees preparation, printing, filing and expenses distribution of the Mortgage Loan Sellers’ attorneys Offering Memorandum (including, without limitation, financial statements) and all amendments and supplements thereto required pursuant hereto, (ii) the preparation (including, without limitation, duplication costs) and delivery of this Agreement, the other Operative Documents, all preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith and with the Exempt Resales, (iii) the issuance, transfer and delivery by Cinemark of the Securities to the Initial Purchaser, (iv) the qualification or registration of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph (e) above (including, without limitation, the cost of printing and mailing a preliminary and final Blue Sky Memorandum and the reasonable fees and disbursements of counsel to the Initial Purchaser relating thereto), (v) furnishing such copies of the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with Exempt Resales, (vi) the preparation of certificates for the Securities (including, without limitation, printing and engraving thereof), (vii) the fees, disbursements and expenses of the Purchaser’s attorneyscounsel to Cinemark and its independent public accountants, (iiviii) all expenses and listing fees in connection with the application for quotation of the Series C Notes in the PORTAL market, (ix) all fees and expenses (including fees and expenses of Deloitte & Touche LLP, (iiicounsel to Cinemark) 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 Cinemark in connection with any “blue sky” and legal investment mattersthe approval of the Securities by DTC for "book-entry" transfer, (vx) rating the Securities by rating agencies, (xi) 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 counsel in connection with the purchase Indenture and the Securities, (xii) the performance by Cinemark of its other obligations under this Agreement and the Mortgage Loans other Operative Documents and (xiii) other expenses incurred by Bear Xxxxxxx Cinemark in connection with the marketing and 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 periodicallySecurities.

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

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

Fees and Expenses. Subject to Section 17 hereof, EMC (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 Stack II Offered Certificates. EMC (on its own behalf as a Mortgage Loan The Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky Survey and any Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities and insurance securities laws as provided in Section 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 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 10 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 7 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Mortgage Loans Securities by them, and by Bear Xxxxxxx in connection any advertising expenses connected with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyoffers they may make.

Fees and Expenses. Subject to (a) Except as otherwise set forth in this Section 17 hereof8.3, EMC whether or not the Merger is consummated, all Company Expenses and Parent Expenses (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 ongoinghereinafter defined), (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, incurred in connection with this Agreement and the other transactions contemplated hereby shall be paid by the party incurring such expenses. Expenses incurred in connection with the filing, printing and mailing of the Proxy Statement/Prospectus (ixincluding SEC filing fees) Mortgage File due diligence expenses and other in connection with the holding of the Company’s stockholders meeting shall be paid by the Company. Expenses incurred in connection with the preparation of the Registration Statement (including SEC filing fees) shall be paid by Parent. The filing fees for the premerger notification and report forms under the HSR Act, if any, which shall be paid solely by Parent (but may be allocated to the Company on a pro rata basis after the Effective Time). As used in this Agreement, “Company Expenses” includes all actual and documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, financial advisors, investment bankers, experts and consultants) incurred by or on behalf of the Purchaser Company or its Affiliates in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the other transactions contemplated hereby, including the preparation, printing, filing and mailing of the Proxy Statement/Prospectus and the solicitation of stockholder approvals and all other matters related to the other transactions contemplated hereby, and “Parent Expenses” includes all actual and documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, financial advisors, investment bankers, financing providers, experts and consultants) incurred by or on behalf of Parent or Merger Sub, any capital or joint venture partner of Parent or Merger Sub, or any of their respective Affiliates in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the other actions and transactions contemplated hereby, including financing fees and costs, breakage costs related to financing, costs related to hedging or similar activities, fees incurred in connection with the purchase review, preparation, printing, filing and mailing of the Mortgage Loans Company Proxy Statement/Prospectus and by Bear Xxxxxxx in connection with the sale review, preparation and filing of the CertificatesRegistration Statement and the solicitation of stockholder approvals, and all other matters related to the other transactions contemplated hereby. EMC The reimbursement of Company Expenses in accordance with Section 8.3(b) shall in no event exceed $10,000,000 and the reimbursement of Parent Expenses in accordance with Section 8.3(b) shall in no event exceed the “Maximum Parent Expenses Amount,” defined as the lesser of: (on its own behalf i) $20,000,000 (the “Maximum Amount”) and (ii) the maximum amount, if any, determined by the independent accountants of Parent, that can be paid to Parent without causing it to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for such year determined as if (a) the payment of such amount did not constitute income described in Sections 856(c)(2)(A)–(H) and 856(c)(3)(A)–(I) of the Code (“Qualifying Income”), and (b) the recipient has $1,000,000 of income from unknown sources during such year which was not Qualifying Income (in addition to any known or anticipated income which was not Qualifying Income), in each case as determined by independent accountants to Parent. Notwithstanding the foregoing, in the event Parent receives a Mortgage Loan Seller reasoned opinion from outside counsel or a ruling from the IRS (“Tax Guidance”) providing that Parent’s receipt of all or some portion of the Maximum Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and on behalf (3) of Master Fundingthe Code (the “REIT Requirements”), the Maximum Parent Expenses Amount shall be the Maximum Amount, or if less, the portion of the Maximum Amount described in the Tax Guidance and the Company shall, upon receiving notice that Parent has received the Tax Guidance, pay to Parent any unpaid Maximum Amount or portion thereof, as applicable, within five Business Days. In the event that Parent is not able to receive the full Maximum Amount due to the above limitation, the Company shall place the unpaid amount in escrow (with an escrow agent reasonably acceptable to both Parent and the Company) additionally agrees by wire transfer within three days of the termination and shall not release any portion thereof to Parent unless and until Parent receives either one or a combination of the following once or more often: (i) a letter from Parent’s independent accountants indicating the maximum amount thereof that can be paid at that time to Parent without causing to fail to meet the REIT Requirements (calculated as described above) or (ii) the Tax Guidance, in either of which events the escrow agent shall pay to Parent the lesser of the remaining unpaid Maximum Amount or the maximum amount stated in the letter referred to in (i) above or such Tax Guidance within five Business Days after the Company has been notified thereof. The obligation of the Company to pay directly any unpaid portion of the Maximum Amount shall terminate on the December 31 following the date which is five years from the date of this Agreement. Amounts remaining in escrow after the obligation of the Company to any third party on a timely basis pay the fees provided for above which are charged by such third party and which are billed periodicallyMaximum Parent Expenses Amount terminates shall be released to the Company.

Fees and Expenses. Subject [(a)] [Except as provided in Section 10(b),] [t]he Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to Section 17 hereofthe preparation and filing of the Registration Statement, EMC (on its own behalf as a Mortgage Loan Seller and any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of Master Funding) shall pay on the Closing Date of, used by, or such later date as may be agreed referred to by the Purchaser Company, and all amendments and supplements thereto, (iii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the Mortgage Loan Sellers’ attorneys provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees Underwriters’ counsel in connection therewith and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with the preparation of any “blue sky” and legal investment matterssurvey of Blue Sky laws, (v) expenses incident to the fees printing and expenses delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Trustee which shall include without limitation the fees Registration Statement and expenses all amendments thereto and of the Trustee (Prospectus, each preliminary prospectus, and the fees all amendments and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfsupplements thereto, (vi) the expenses for printing or otherwise reproducing fees and expenses, if any, incurred with respect to any applicable filing with the Certificates, the Prospectus and the Prospectus SupplementFinancial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of each Rating Agency (both initial any Underwritten Securities on the NYSE and ongoing), (viii) if applicable, the fees and expenses relating of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the preparation and recordation Company for the stated amount of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket its expenses incurred by the Purchaser in connection with the purchase of transactions contemplated by the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Terms Agreement.

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

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

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

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

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan 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 Mortgage Loan Purchase Agreement 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) The Company will pay 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 bear all costs and expenses in connection with: the preparation, printing and filing of the Registration Statement (including financial statements, schedules and exhibits), Preliminary Prospectus Supplement/Prospectus and the Prospectus Supplement/Prospectus, any drafts of each of them and any amendments or supplements to any of them; the duplication or, if applicable, printing (including all drafts thereof) of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Preliminary Blue Sky Survey or Memorandum and any Supplemental Blue Sky Survey or Memorandum, the Underwriters' Questionnaire and the Power of Attorney and the duplication and printing (including of drafts thereof) of any other underwriting documents and material (including but not limited to marketing memoranda and other marketing material) in connection with any “blue sky” the offering, purchase, sale and legal investment mattersdelivery of the Shares; the issuance and delivery of the Shares under this Agreement to the several Underwriters, (v) the including all expenses, taxes, duties, fees and expenses commissions on the purchase and sale of the Trustee which shall include without limitation Shares and Nasdaq National Market brokerage and transaction levies with respect to the fees purchase and, if applicable, incident to the sale and expenses delivery of the Trustee (Shares by the Company to the several Underwriters and by the several Underwriters to the initial purchasers thereof; the cost of printing all stock certificates; the Transfer Agents' and Registrars' fees; the fees and disbursements of its counsel) with respect to (A) legal counsel for the Company; all fees and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review other charges of the Mortgage Loans Company's independent public accountants; the cost of furnishing to be performed by the Trustee or Underwriters copies of the Custodian on its behalfRegistration Statement (including appropriate exhibits), (vi) the expenses for printing or otherwise reproducing the Certificates, the Preliminary Prospectus Supplement/Prospectus and the Prospectus Supplement/Prospectus, the agreements and other documents and instruments referred to above and any amendments or supplements to any of the foregoing; NASD filing fees and the cost of qualifying or registering the Shares (viior obtaining exemptions from qualification or registration) under the securities or Blue Sky laws of such jurisdictions as you designate (including filing fees and the fees and expenses costs/charges of each Rating Agency (both initial Underwriters' counsel in connection with such state securities or Blue Sky qualifications, registrations and ongoingexemptions), (viii) the ; all fees and expenses relating to in with qualification of the preparation Shares for inclusion for quotation on the Nasdaq National Market; advertising and recordation road-show expenses (other than those of mortgage assignments (including intervening assignments, if any the Underwriters); 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 all other out-of-pocket expenses incurred by the Purchaser Company in connection with the purchase performance of its obligations under this Agreement. In addition to its other obligations under this Section 4(a), the Company shall at the Time of Purchase pay to First Security Xxx Xxxxxx Inc., individually and not in its capacity as an Underwriter, a non-accountable expense allowance equal to one percent (1%) of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale initial public offering price of the CertificatesShares sold pursuant to this Agreement at the Time of Purchase (including any Option Shares sold at the Time of Purchase). EMC If the option granted by the Company in Section 2(b) above is exercised after 6:30 a.m., San Francisco time, on the second business day preceding the Time of Purchase, the Company shall at the Additional Time of Purchase pay to First Security Xxx Xxxxxx Inc., individually and not in its capacity as an Underwriter, a non-accountable expense allowance equal to one percent (on its own behalf as a Mortgage Loan Seller and on behalf 1%) of Master Funding) additionally agrees the initial public offering price of the Option Shares sold pursuant to pay directly to any third party on a timely basis this Agreement at the fees provided for above which are charged by such third party and which are billed periodicallyAdditional Time of Purchase.

Fees and Expenses. Subject to Section 17 hereof, EMC (reimbursement or partial reimbursement 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 an installment basis by the Purchaser Partnership, as set forth in the Prospectus, the General Partner will pay all costs and expenses relating to (iI) the fees preparation, printing and expenses filing with the SEC, CFTC and NFA of the Mortgage Loan Sellers’ attorneys Registration Statement and (in certain cases) exhibits thereto, each preliminary prospectus, the Prospectus and all amendments and supplements to the Registration Statement and the reasonable fees and expenses of the Purchaser’s attorneysProspectus, (ii) the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 3 hereof, including the fees and expenses disbursements of Deloitte & Touche LLPlegal counsel in connection therewith and in connection with the preparation and printing of preliminary or supplementary Blue Sky Surveys, (iii) the fee for furnishing to the use Selling Agents of Purchaser’s Registration Statement based on copies of each preliminary prospectus, the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which Prospectus, the Registration Statement was declared effectiveand all amendments or supplements thereto, and of such other documents required to be furnished to the Selling Agents, including costs of shipping and mailing, (iv) the fees and expenses including counsel’s fees and expenses filing requirements of the NASD in connection with any “blue sky” its review of the terms and legal investment mattersarrangements of the proposed financing, (v) the fees and expenses disbursements of the Trustee which shall include without limitation the fees and expenses of the Trustee Escrow Agent, (and the vi) all fees and disbursements of its counsel) Arthxx X. Xxxx, Xx. & Xssociates in connection with respect to (A) legal the financial statements 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, performance records contained in the Prospectus and the Prospectus Supplementpreparation and delivery of any other documents to be prepared and delivered in connection with the transactions contemplated hereby, (vii) the fees and expenses disbursements of each Rating Agency (both initial legal counsel in connection with the organization of the Partnership with the offering of the Units, and ongoing), (viii) the fees all other organization and offering expenses relating to the preparation and recordation of mortgage assignments (Partnership, 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 incurred in any "roadshow" 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 offering of the Mortgage Loans Units and the Selling Agents' reasonable "due diligence" expenses, within the guidelines established by Bear Xxxxxxx in connection with the sale NASD Rule 2810. Each other party shall bear all of the Certificatesits expenses under this Agreement, including fees and disbursements of its counsel. 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.Campxxxx Xxxategic Allocation Fund Correspondent Selling 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 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 Stearns in connection with connecxxxx xxth the sale of the CertificatesNotes. EMC (on its own behalf as a The Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing 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 behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus SupplementTrustee, (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 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.

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) Lxxx Xxller 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 applicable Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. Subject Except as provided in the applicable Terms Agreement, 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 Nasdaq and ongoing), (viii) if applicable, the fees and expenses relating of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the preparation and recordation Company for the stated amount of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket its expenses incurred by the Purchaser in connection with the purchase of transactions contemplated by the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyapplicable Terms Agreement.

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

Fees and Expenses. Subject The Company covenants and agrees with the several Underwriters that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of counsel and accountants to the Mortgage Loan Sellers’ attorneys Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any 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 counsel) with respect to (A) legal and document counsel for the Underwriters in connection with, securing any required review of this Agreement, by the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review NASD of the Mortgage Loans to be performed terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Trustee or the Custodian on its behalf, Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Securities; (vii) the fees and expenses of each Rating Agency (both initial any trustee, paying agent or transfer agent and ongoing)the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the fees Company's officers and employees and any other expenses relating to of the preparation and recordation Company in connection with attending or hosting meetings with prospective purchasers of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Securities; and (ix) Mortgage File due diligence all other costs and expenses and other out-of-pocket expenses incurred by incident to the Purchaser in connection with the purchase performance of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale obligations of the CertificatesCompany hereunder which are not otherwise specifically provided for in this Section. EMC (on its Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged of their counsel, stock transfer taxes on resale of any of the Securities by such third party them and which are billed periodicallyany advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. Subject to Section 17 hereof, EMC (reimbursement or partial reimbursement 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 an installment basis by the Purchaser Fund(s), as set forth in the Prospectus, the General Partner will pay all costs and expenses relating to (i) the fees preparation, printing and expenses filing with the SEC, CFTC and NFA of the Mortgage Loan Sellers’ attorneys Registration Statement and (in certain cases) exhibits thereto, the Prospectus and all amendments and supplements to the Registration Statement and the reasonable fees and expenses of the Purchaser’s attorneysProspectus, (ii) the fees furnishing to the Service Providers of copies of the Prospectus, the Registration Statement and expenses all amendments or supplements thereto, and of Deloitte & Touche LLPsuch other documents required to be furnished to the Service Providers, including costs of shipping and mailing, (iii) the fee for the use filing requirements of Purchaser’s Registration Statement based on the aggregate original principal amount FINRA in connection with its review of the Certificates terms and the filing fee arrangements of the Commission as in effect on the date on which the Registration Statement was declared effectiveproposed financing, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersdisbursements of the Escrow Agent, (v) all fees and disbursements of the Funds’ accountants and auditors in connection with the financial statements and the performance records contained in the Prospectus and the preparation and delivery of any other documents to be prepared and delivered in connection with the transactions contemplated hereby, (vi) the fees and expenses disbursements of legal counsel in connection with the organization of the Trustee which shall include without limitation Funds with the fees and expenses Public Fund – Service Agreement (3/10) offering of the Trustee Units, and (viii) all other organization and offering expenses relating to the Fund(s), including any expenses incurred in any “roadshow” relating to the offering of the Units and the Service Providers’ reasonable “due diligence” expenses, within the guidelines established by FINRA Rule 2310. Each other party shall bear all of its expenses under this Agreement, including fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

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

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

Fees and Expenses. Subject The Issuer covenants and agrees with the Arrangers that the Issuer will pay, or cause to Section 17 hereofbe paid, 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 all expenses incident to by the Purchaser performance of its obligations under the Notes and under the Transaction Documents including: (ia) the fees preparation and expenses printing of the Mortgage Loan Sellers’ attorneys Pre-Preliminary Offering Circular, the Preliminary Offering Circular and the reasonable fees Final Offering Circular and expenses of the Purchaser’s attorneys, all amendments and supplements thereto (iiexcept as otherwise provided herein); (b) 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 all fees and expenses in connection with the qualification of the Notes for offering and sale under applicable securities laws as provided herein, including, without limitation, any “blue sky” and legal investment mattersmemoranda and any other agreements or documents in connection with the offering, purchase, sale and delivery of the Notes; (vc) the fees and disbursements of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Issuer, Dechert LLP, special U.S. counsel to the Issuer and the Collateral Manager, and Xxxx Xxxxxxxx LLP, special United States counsel to the Initial Purchaser; (d) [reserved]; (e) the fees and disbursements of the Issuer’s accountants; (f) the fees and disbursements of Deutsche Bank National Trust Company, including without limitation in its capacity as the Trustee, and its counsel; (g) the fees and disbursements of the Collateral Manager; (h) the fees and expenses incurred in connection with obtaining ratings for the Rated Notes required or expected to be rated as of the Trustee Closing Date as specified in the Final Offering Circular; (i) [reserved]; (j) all fees and expenses incurred in connection with the formation of the Issuer; (k) [reserved]; (l) all costs and expenses incurred in the preparation, issuance, printing and delivery of the Notes, the Transaction Documents and all other documents relating to the issuance, purchase and sale of the Notes and the initial resale of certain Notes; (m) any investor discounts that the Arrangers and the Collateral Manager agree can be borne by the Issuer; and (n) all other costs and expenses incident to the performance by the Issuer of its various obligations hereunder which are not otherwise specifically provided for in this Section 7. The Issuer will also pay or cause to be paid on the Closing Date any transfer, stamp or value added taxes payable in connection with the transactions contemplated hereby. Such payments shall include without limitation be made from the proceeds of the offering of the Notes promptly by wire transfer of immediately available funds to an account specified by the Arrangers. To the extent that the fees and expenses payable by the Issuer pursuant to this Section 7 on the Closing Date cannot be determined as of the Trustee Closing Date, the Issuer shall pay such amounts promptly following written request therefor by the Arrangers, or any other applicable party, following the Closing Date in accordance with the Priority of Distributions. Notwithstanding the foregoing, if the Closing Date does not occur (and the fees and disbursements including as a result of its counsel) with respect to (A) legal and document review a termination of this AgreementAgreement pursuant to Section 10 below), the Pooling parties hereto acknowledge 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) agree that the fees and expenses of each Rating Agency (both initial described in this Section 7 shall be paid pursuant to and ongoing), (viii) in the fees and expenses relating to manner provided in 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 periodicallyEngagement Letter.

Fees and Expenses. Subject All expenses incident to the Company's performance of or compliance with this Warrant shall be borne by the Company, including without limitation all registration and filing fees, fees and expenses relating to filings with any Exchange and/or NASDAQ, fees and expenses of compliance with securities or Blue Sky laws in jurisdictions reasonably requested by any Seller or underwriter pursuant to Section 17 hereof9.3(a)(vi) (including reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities), EMC all word processing, duplicating and printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and one (on 1) counsel for the Sellers (selected by those Sellers owning a majority of the Registrable Securities), fees and expenses of independent public accountants (including the expenses of any special audit or "cold comfort" letters required by or incident to such performance), fees and expenses of underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals attributable directly to the securities being registered, which discounts, commissions or fees with respect to any Seller's respective shares shall be paid by such Seller), all the Company's internal expenses (including, without limitation, all salaries and expenses of its own behalf as a Mortgage Loan Seller officers and on behalf employees performing legal or accounting duties), the expense of Master Funding) shall pay on any annual audit, the Closing Date or expense of any liability insurance (if the Company determines to obtain such later date as may be agreed to by the Purchaser (i) insurance), the fees and expenses incurred in connection with the listing of the Mortgage Loan Sellers’ attorneys and securities to be registered on any Exchange and/or NASDAQ on which such securities issued by the Company are then listed, the reasonable fees and expenses of any special experts (including attorneys) retained by the Purchaser’s attorneysCompany (if it so desires) in connection with such registration, (ii) the and 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 other persons retained by the Trustee or the Custodian on its behalf, Company (vi) the all 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 ongoingbeing herein called "Registration Expenses"), (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 the Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ Seller's attorneys and the reasonable fees and expenses of the Purchaser’s 's attorneys, (ii) the fees and expenses of Deloitte & Touche LLPLLP and the fees and expenses of all other certified public accounting firms providing letters regarding information contained in the Prospectus, (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 (and the Delaware Trustee) which shall include without limitation the all related fees and expenses of the Trustee (and the fees and disbursements of its counseltheir counsels) with respect to (A) legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfTrustee, (vi) the fees and expenses of the Master Servicer and Securities Administrator which shall include without limitation all related fees and expenses (and the fees and disbursements of its counsel) with respect to legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (viiviii) the fees and expenses of each of the Rating Agency Agencies (both initial and ongoing), (viiiix) the fees and expenses relating to the preparation and recordation of mortgage assignments assignments, if required, (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be be, and (ixx) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx the Underwriters 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.