Common use of Fees and Expenses Clause in Contracts

Fees and Expenses. (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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreement.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the filing fee charged by the Commission for the registration of the Certificates, (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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Xxxxxxx Xxxxx in connection with the transactions contemplated sale of the Offered Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connecxxxx xxth the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Base Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review by the Company in advance and in writingNational Association of Securities Dealers, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(vInc. ("NASD") hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the listing of Securities issued pursuant to any Underwritten Securities on the NYSE and Agreement; (viii) if applicable, the fees and any travel expenses of the trustee under Company's officers and employees and any other expenses of the applicable IndentureCompany in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 10 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, stock transfer taxes on resale of any of the stated amount of its Securities by them and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreementany offers they may make.

Fees and Expenses. (a) Except The Trust acknowledges and agrees that the fees to be paid to the Remarketing Agents in connection with any Reset Date shall be calculated consistent with and at a rate no higher than as provided set forth in Section 10(b)Appendix E and agreed upon by the Administrator and the Remarketing Agents, and set forth in the Company applicable Remarketing Agency Agreement. Such fees shall be expressed as a percentage of the Outstanding Amount of the applicable class of Notes and payable except in the case of a Failed Remarketing; provided, that the obligations of the Trust to pay to the Remarketing Agents on each Reset Date the fees set forth in the applicable Remarketing Agency Agreement shall be solely payable from amounts available for distribution pursuant to Sections 2.7(a) and 2.10(b) of the Administration Agreement on each Reset Date. The Trust’s obligations to pay the fees as described in the preceding sentence shall survive until the earlier to occur of the date such fees have been paid in full or the date the Trust is terminated. The Trust will pay all costsexpenses in connection with this Agreement, feesthe Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, to the extent funds are available for distribution pursuant to Section 2.8 of the Administration Agreement on such Reset Date, including: (i) the preparation, printing and expenses arising delivery of the Remarketing Prospectus (as defined below) in connection with the sale Remarketing of any Underwritten Securities through the Underwriters Notes; (ii) the preparation and delivery of the Remarketing Agency Agreement and the Supplemental Remarketing Agency Agreement, as applicable, and such other documents as may be required in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to the preparation and filing Remarketing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) expenses incident to the issuance and delivery of such Underwritten Securities, Notes; (iii) the fees and disbursements of the Trust’s or the Administrator’s accountants, counsel for the Company and other advisors or agents 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ Indenture Trustee including, without limitation, the fees of the Trust’s counsel in connection therewith and incurred in connection with the preparation delivery of any survey the Tax Opinion (as defined below); (iv) the out-of-pocket expenses of Blue Sky laws, the Remarketing Agents to the extent described in Section 3(b) below; (v) expenses incident fees charged by nationally recognized statistical rating organizations, if any, if necessary to satisfy the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Rating Agency Condition; (vi) the fees and expenses, if any, incurred with respect payable to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred Luxembourg Stock Exchange or other exchange in connection with the listing of any Underwritten Securities Notes subject to Remarketing on the NYSE related Reset Date on the Luxembourg Stock Exchange or other such exchange; and (viiivii) any other fees and expenses, if applicable, the fees and expenses 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 in connection with compliance with Section 7(f) below; provided, however, that if the transactions contemplated by holder of the applicable Terms related Call Option has exercised such Call Option, then for each Remarketing relating to that class of Notes (including the Remarketing on which such Call Option was exercised), until the holder of the Call Option has sold all of that class of Notes, the holder of the Call Option shall be obligated to pay such expenses. If sufficient funds are not available pursuant to Section 2.8 of the Administration Agreement or the holder of the Call Option fails to pay such expenses, as applicable, the Administrator shall pay such expenses on behalf of the Trust and shall be entitled to reimbursement pursuant to Section 2.8 of the Administration Agreement.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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(i) 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident to of the preparation 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 prospectusPreliminary Final Prospectus, the Time of Sale Prospectus, the Prospectus, Final Prospectus and any free writing prospectus prepared by or on behalf of, used by, by or referred to by the Company, and all amendments and supplements thereto, to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten Securities, 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required 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 Shares; (vi) the cost of preparing and filing the Certificate of Designations with the Secretary of State of the State of Delaware and the cost of preparing the Shares, the Preferred Shares and Depositary Receipts, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; (vii) the fees and expenses of any transfer agent or registrar; (viii) the fees and expenses of the Depositary and the fees and disbursements of counsel for the Company and Depositary; (ix) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and expenses in connection with the preparation and filing of any survey the registration statement on Form 8-A relating to the Preferred Stock and all expenses and application fees related to the listing of Blue Sky laws, the Shares on the NYSE; (vx) all other costs and expenses incident to the printing 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 delivery to Section 10 hereof, the Underwriters, in the quantities hereinabove stated, Underwriters will pay all of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees their own costs and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) including the fees and expenses incurred in connection with the listing of their counsel, transfer taxes on resale of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms AgreementShares by them, the Underwriters agree to reimburse the Company for the stated amount of its and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreementany offers they may make.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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(i) 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(vFinancial Industry Regulatory Authority (“FINRA”) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with the listing of any Underwritten Securities on Indenture and the NYSE and Securities; (viii) if applicable, the fees and any travel expenses of the trustee under Company’s officers and employees and any other expenses of the applicable IndentureCompany in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 11 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, transfer taxes on resale of any of the stated amount Securities by them and any advertising expenses connected with any offers of its expenses incurred in connection with the transactions contemplated by the applicable Terms AgreementSecurities that they may make.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident to of the preparation 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 prospectusPreliminary Final Prospectus, the Time of Sale Prospectus, the Prospectus, Final Prospectus and any free writing prospectus prepared by or on behalf of, used by, by or referred to by the Company, and all amendments and supplements thereto, to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required 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 Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee, Paying Agent or Transfer Agent and the fees and disbursements of counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Company Indenture and the Company’s independent registered public accounting firm, Securities; and (ivviii) if approved by the Company in advance all other costs and in writing, expenses incident to the qualification performance of such Underwritten Securities under Blue Sky laws 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 applicable state securities laws in accordance with the provisions of Section 9(a)(v) 10 hereof, including related filing fees and the reasonable fees and disbursements Underwriters will pay all of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees their own costs and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) including the fees and expenses incurred in connection with the listing of their counsel, transfer taxes on resale of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms AgreementSecurities by them, the Underwriters agree to reimburse the Company for the stated amount of its and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreementany offers they may make.

Fees and Expenses. The Borrower agrees (a) Except as provided in Section 10(b)to pay or reimburse the Agent, the Company will pay Collateral Agent, the Arrangers (without duplication) and, in the case of clause (ii) following the Closing Date, the Required Lenders for all costs, fees, reasonable and documented or invoiced out-of-pocket costs and expenses arising in connection associated 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 the preparation and filing syndication of the Registration Statement, any preliminary prospectus, Closing Date Term Loan Facility and the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Term Loan Facility and all amendments and supplements thereto, (ii) the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses incident to be limited in the case of legal costs and expenses to the issuance Attorney Costs and delivery of such Underwritten Securities(b) to pay or reimburse the Agent, (iii) the fees and disbursements of counsel for the Company Collateral Agent and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance Required Lenders for all reasonable 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees documented or invoiced out-of-pocket costs and expenses incurred in connection with the listing enforcement of any Underwritten Securities on rights or remedies under this Agreement or the NYSE other Loan Documents (such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs) (viii) if applicablebut including, for the fees avoidance of doubt, any costs and expenses of the trustee under Agent and the applicable Indenture. If so stated in Collateral Agent arising from the applicable Terms Agreementadministration and maintenance of the pledge of titled collateral to the Collateral Agent, including, but not limited to, the Underwriters agree to reimburse retention of a sub-agent engaged by the Company for the stated amount of its expenses incurred Collateral Agent in connection with therewith). Subject to the transactions contemplated limitations above, the foregoing costs and expenses shall include all reasonable and documented or invoiced search, filing, recording and title insurance charges and fees related thereto. The agreements in this Section 14.7 shall survive the Termination Date and repayment of all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (20) Business Days of receipt by the applicable Terms AgreementBorrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except Subject to Section 16 hereof, EMC shall pay on the Subsequent Transfer Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, Trustee which shall include without limitation the fees and expenses of the trustee under Trustee (and the applicable Indenture. If so stated in the applicable Terms fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Underwriters agree Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the closing of the transactions contemplated hereby and (C) review of the Subsequent Mortgage Loans to reimburse be performed by the Company for Trustee (iv) the stated amount fees and expenses of its each Rating Agency (both initial and ongoing), (v) 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 (vi) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the transactions contemplated purchase of the Subsequent Mortgage Loans. EMC additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements Financial Industry Regulatory Authority of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the listing of Securities issued pursuant to any Underwritten Securities on the NYSE and Agreement; (viii) if applicable, the fees and any travel expenses of the trustee under Company’s officers and employees and any other expenses of the applicable IndentureCompany in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 11 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, stock transfer taxes on resale of any of the stated amount Securities by them and any advertising expenses connected with any offers of its expenses incurred in connection with the transactions contemplated by the applicable Terms AgreementSecurities that they may make.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident to of the preparation 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, any preliminary prospectus, the Time of Sale Prospectus, the Basic Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Final Prospectus and the Company, Final Prospectus and all amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required 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 Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee, Paying Agent or Transfer Agent and the fees and disbursements of counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Company Indenture and the Company’s independent registered public accounting firm, Securities; and (ivviii) if approved by the Company in advance all other costs and in writing, expenses incident to the qualification performance of such Underwritten Securities under Blue Sky laws 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 applicable state securities laws in accordance with the provisions of Section 9(a)(v) 9 hereof, including related filing fees and the reasonable fees and disbursements Underwriters will pay all of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees their own costs and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) including the fees and expenses incurred in connection with the listing of their counsel, transfer taxes on resale of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms AgreementSecurities by them, the Underwriters agree to reimburse the Company for the stated amount of its and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreementany offers they may make.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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(i) 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated by sale of the applicable Terms AgreementCertificates.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the filing fee charged by the Commission for the registration of the Certificates, (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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Xxxxxxx Xxxxx in connection with the transactions contemplated sale of the Offered Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the filing fee charged by the Commission for the registration of the Certificates, (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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Xxxxxxx Xxxxx in connection with the transactions contemplated sale of the Offered Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), the 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreement.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), the 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and 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, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, Inc., (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE NYSE, (viii) the fees and expenses associated with obtaining ratings for the Securities from nationally recognized statistical rating organizations and (viiiix) if applicable, the fees and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreement.

Fees and Expenses. (a) Except Subject to Section 16 hereof, EMC shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. EMC additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the Remarketing Agents that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Remarketing Agents and dealers; (ii) expenses incident to the issuance cost of printing or producing the Transaction Documents, any Blue Sky Survey and delivery any other documents in connection with the Remarketing of such Underwritten the Remarketed Securities, ; (iii) all expenses in connection with the qualification of the Remarketed Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Remarketing Agents in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmRemarketing Agents in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements Financial Industry Regulatory Authority of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Remarketed Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Remarketed Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Remarketed Securities; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with the listing of any Underwritten Securities on the NYSE and Remarketing; (viii) if applicable, the fees and any travel expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse Company’s officers and employees and any other expenses of the Company for the stated amount of its expenses incurred in connection with attending or hosting meetings with respect to this Remarketing; and (ix) all other costs and expenses incident to the transactions contemplated performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 6 and 13 hereof, the Remarketing Agents will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Remarketed Securities by them and any advertising expenses connected with Remarketing of the applicable Terms AgreementRemarketed Securities that they may make.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements Financial Industry Regulatory Authority of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the listing of Securities issued pursuant to any Underwritten Securities on the NYSE and Agreement; (viii) if applicable, the fees and any travel expenses of the trustee under Company’s officers and employees and any other expenses of the applicable IndentureCompany in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 10 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, stock transfer taxes on resale of any of the stated amount Securities by them and any advertising expenses connected with any offers of its expenses incurred in connection with the transactions contemplated by the applicable Terms AgreementSecurities that they may make.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the fee for the use of Depositor’s Registration Statement based on the aggregate original principal amount of the 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Company’s independent registered public accounting firmNotes and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoIndenture Trustee, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. Subject to Section 16 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectixx xxxx the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectixx xxxx the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. Except for the costs and expenses relating to Field Examinations, which shall be covered by Section 8.4, the Borrower agrees (a) Except as provided in Section 10(bif the Closing Date occurs, to pay or reimburse the Agent, the Collateral Agent and the Arrangers (without duplication) for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Revolving Credit Facility and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), the Company will pay all costs, fees, such costs and expenses arising to be limited in connection with the sale case of any Underwritten Securities through the Underwriters legal costs 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 the preparation Attorney Costs) and filing of (b) to pay or reimburse the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company Agent and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance Collateral Agent for all reasonable 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees documented or invoiced out-of-pocket costs and expenses incurred in connection with the listing enforcement of any Underwritten Securities on rights or remedies under this Agreement or the NYSE other Loan Documents (such costs and (viii) if applicableexpenses to be limited in the case of legal costs and expenses to the Attorney Costs). Subject to the limitations above, the fees foregoing costs and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreementshall include all reasonable and documented or invoiced search, the Underwriters agree to reimburse the Company for the stated amount of its filing, recording and title insurance charges and fees related thereto, all reasonable and documented or invoiced costs and expenses incurred in connection with the transactions contemplated opening and maintenance of the Concentration Account. The agreements in this Section 14.7 shall survive the Termination Date and repayment of all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (20) Business Days of receipt by the applicable Terms AgreementBorrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the fee for the use of Purchaser's Registration Statement based on the aggregate original principal amount of the Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment matters, (v) the fees and expenses of the Grantor Trustee which shall include without limitation the fees and expenses of the Grantor Trustee (and the fees and disbursements of counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Servicing Agreement, the Notes and the Company’s independent registered public accounting firmrelated agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoGrantor Trustee, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the filing fee charged by the Commission for the registration of the Certificates, (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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Xxxxxxx Xxxxx in connection with the transactions contemplated sale of the Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Company’s independent registered public accounting firmNotes and related agreements, (ivB) if approved attendance at the Closing and (C) review of the HELOCs to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 HELOCs and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, set forward in the quantities hereinabove statedfollowing sentence, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicablethis Agreement, each other Transaction Agreement, the Merger and the consummation of the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. In the event that the Merger is consummated, SpinCo shall be responsible for (and shall reimburse prior to or at the Closing any other Person in respect of) (a) all out of pocket, third party fees and expenses related to the borrowing and/or issuance of the SpinCo Debt, including all underwriting, sale, distribution, placement, commitment, ticking, funding, upfront or other fees and all indemnity claims, whether incurred prior to or subsequent to Closing, other than in each case any fees and expenses of each party’s counsel, accountants, consultants and other advisors and (b) all printing and mailing costs associated with the trustee under SpinCo Registration Statements, the applicable Indenture. If so stated BellRing Proxy Statement and any SEC filing fees relating to the Transactions; provided that in the applicable Terms Agreementevent that the Merger is not consummated, such fees and expenses shall be borne by Post and BellRing pro rata in proportion to their indirect ownership of BellRing LLC Units as of the Underwriters agree date hereof (with any reimbursements paid as promptly as practicable following any termination of this Agreement prior to reimburse the Company occurrence of the Closing). For the avoidance of doubt, Post shall solely be responsible for all out of pocket, third party fees and expenses related to the stated amount borrowing and/or issuance of its expenses the Debt Exchange and (i) the financial advisory fees of JPM, Evercore and any other advisors required to be set forth on Section 5.6 of the Post Disclosure Schedule, (ii) the legal fees of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, (iii) the fees of Ernst & Young LLP (“EY”) and (iv) the fees of PricewaterhouseCoopers LLP (“PwC”) with respect to advice and services to Post; and BellRing shall solely be responsible for (A) the financial advisory fees of Lazard incurred in connection by BellRing, (B) the legal fees of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and (C) the fees of PwC with the transactions contemplated by the applicable Terms Agreementrespect to advice and services to BellRing.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Subsequent Transfer Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky lawsTrustee, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, which shall include without limitation the fees and expenses of the trustee under Trustee (and the applicable Indenture. If so stated in the applicable Terms fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Underwriters agree Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the closing of the transactions contemplated hereby and (C) review of the Subsequent Mortgage Loans to reimburse be performed by the Company for Trustee, (iv) the stated amount fees and expenses of its each Rating Agency (both initial and ongoing), (v) 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 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 (vi) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the transactions contemplated purchase of the Subsequent Mortgage Loans. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Sponsor (on its own behalf as a Mortgage Loan Seller) shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated sale of the Certificates. The Sponsor (on its own behalf as a Mortgage Loan Seller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Stearns in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated sale of the Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Sponsor (on its own behalf as a Mortgage Loan Seller) shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Sponsor (on its own behalf as a Mortgage Loan Seller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the filing fee charged by the Commission for the registration of the Certificates, (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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Merrill Lynch in connection with the transactions contemplated sale of the Offered Certificates. Xxx Xexxxx additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b9.3(c), 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicablethis Agreement, each other Transaction Agreement, the Merger and the consummation of the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated; provided that all fees and expenses of the trustee under the applicable Indenture. If so stated incurred by Liberty, SplitCo and Merger Sub in the applicable Terms connection with this Agreement, each other Transaction Agreement, the Underwriters agree Merger and the consummation of the Transactions shall be borne by SplitCo by virtue of such fees and expenses being attributed to reimburse Liberty SiriusXM and transferred to SplitCo in the Company Restructuring. Notwithstanding anything to the contrary contained herein, (i) SplitCo will pay for the stated amount total SEC filing fee as well the printing and mailing of its expenses incurred the Prospectus / Proxy Statement to the holders of SiriusXM Common Stock and Liberty SiriusXM Common Stock; provided, that, if this Agreement is validly terminated prior to the Closing, SiriusXM will, within two (2) Business Days of such termination of this Agreement, reimburse SplitCo for the cost of such SEC filing fee applicable to the Form S-4, which is attributable to the shares of SplitCo Common Stock to be issued to the holders of SiriusXM Common Stock in the Merger, and the cost of the printing and mailing of the Prospectus / Proxy Statement applicable to the holders of SiriusXM Common Stock and (ii) each of Liberty and SiriusXM shall bear fifty percent (50%) of the fees payable in connection with the transactions contemplated by filings to be made pursuant to Section 6.6 to obtain the applicable Terms AgreementRequisite FCC Approvals.

Fees and Expenses. The Company agrees to pay the costs and expenses relating to the following matters: (ai) Except as provided in Section 10(bthe preparation, 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 Company will pay all costs, feesProspectus, and expenses arising 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 Underwritten Securities through the Underwriters and 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 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 Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident hereunder. Each Selling Stockholder agrees to the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, pay the fees and expenses of its counsel (including local and special counsel) and all costs and expenses, other than those set forth above, incident to 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 performance of its expenses incurred in connection with the transactions contemplated by the applicable Terms Agreementhis obligations hereunder.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with each of the Underwriters that the Company will pay all costs, fees, and or cause to be paid the following: (a) the reasonable out-of-pocket expenses arising incurred by the Underwriters in connection with the transactions contemplated hereby (regardless of whether the sale of any Underwritten Securities through the Underwriters Shares is consummated), including, without limitation, disbursements, fees and 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 performance by registration of the Company of its obligations hereunder Shares under the Act and under any Terms Agreementall other expenses in connection with the preparation, including the following: (i) expenses incident to the preparation printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Permitted Free Writing Prospectus and the Company, Prospectus and all amendments and supplements theretothereto 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; (iid) 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 Shares; (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 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses 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 performance of its expenses incurred obligations hereunder which are not otherwise specifically provided for in connection with the transactions contemplated by the applicable Terms Agreementthis Section 6.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Company’s independent registered public accounting firmNotes and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. 2.1 The Fund agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes incurred in connection with: (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 the preparation and filing of the Registration StatementStatement (including, any preliminary prospectuswithout limitation, the Time of Sale Prospectusfinancial statements, exhibits, schedules and consents filed therewith) and the Prospectus, and any free writing prospectus prepared by amendments or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) expenses incident and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of such Underwritten Securitiescertificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (iiic) the all fees and disbursements expenses of the Fund’s legal counsel for the Company and the Company’s independent registered public accounting firm, ; (ivd) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities the Offered Shares for offering and sale under Blue Sky laws of the jurisdictions that the Fund shall designate as appropriate and other applicable state securities laws in accordance with the provisions printing and furnishing of Section 9(a)(vcopies of any legal investment surveys to the Dealer Manager; (e) hereofthe filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees, including related filing fees and the reasonable fees and other disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, relating thereto); (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (viif) the fees and expenses incurred in connection with the listing of any Underwritten Securities on transfer agent or registrar for the NYSE Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Adviser’s and Sub-Adviser’s employees in making road show presentations with respect to the Offering; and (viiih) if applicable, the fees and expenses performance 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 in connection with the transactions contemplated by the applicable Terms AgreementFund’s other obligations hereunder.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. Subject to Section 16 hereof, the Mortgage Loan Seller shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (ai) Except the fees and expenses of the Mortgage Loan 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 provided 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 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 10(b)6(a) hereof, as the Company will pay all costs, feescase may be, and (ix) Mortgage File due diligence expenses arising 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. The Mortgage Loan Seller additionally agrees to pay directly to 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or third party on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) a timely basis the fees provided for above which are charged by such third party 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Subsequent Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) expenses incident to the issuance and delivery filing fee charged by the Commission for the registration of such Underwritten Securitiesthe Certificates, (iii) the fees and disbursements of counsel for the Company expenses including counsel’s fees and the Company’s independent registered public accounting firmexpenses in connection with any “blue sky” and legal investment matters, (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 provisions of Section 9(a)(v) hereof, including related filing fees and expenses of the reasonable 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 Underwriters’ counsel in connection therewith Pooling and in connection with Servicing Agreement, the preparation Certificates and related agreements, (B) attendance at the Closing and (C) review of any survey of Blue Sky lawsthe Subsequent Mortgage Loans to be performed by the Custodian, (v) the expenses incident to for printing or otherwise reproducing the printing Certificates, the Prospectus and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoProspectus Supplement, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authorityexpenses of each Rating Agency (both initial and ongoing), (vii) 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 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 (viii) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Subsequent Mortgage Loans and by Xxxxxxx Xxxxx in connection with the transactions contemplated sale of the Offered Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated sale of the Certificates. EMC (on its own behalf as a 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements Financial Industry Regulatory Authority of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any transfer agent and the fees and disbursements of counsel for any such transfer agent in connection with the listing Certificate of Designations and Securities sold and delivered pursuant to any Underwritten Securities on the NYSE and Pricing Agreement; (viii) if applicable, the fees and any travel expenses of the trustee under Company’s officers and employees and any other expenses of the applicable IndentureCompany in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 11 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, stock transfer taxes on resale of any of the stated amount Securities by them and any advertising expenses connected with any offers of its expenses incurred in connection with the transactions contemplated by the applicable Terms AgreementSecurities that they may make.

Fees and Expenses. (a) Except as provided in Section 10(b), the 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 Underwriters of its related obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company Company’s Counsel and the Company’s independent registered public accounting firmAuditors, (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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel Counsel in connection therewith and in connection with the preparation of any survey of Blue Sky lawslaws (a “Blue Sky Survey”), (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) expenses incident to the printing and delivery to the Underwriters, in such quantities as the Underwriters shall reasonably request, of copies of any Blue Sky Survey, (vii) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, (viiviii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE New York Stock Exchange and (viiiix) if applicable, the fees and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreement.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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(i) 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Stearns in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agreex xx xxy directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), the The Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters Banks in their capacity as agents or to the Banks in their capacity as underwriters and in connection with the performance by the Company Banks of its 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 Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by and the Company, Time of Sale Prospectus and all amendments and supplements thereto, (iib) expenses incident to the issuance and delivery of such Underwritten Securities, (iiic) the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmCounsel, the Tax Counsel, the Company’s Auditors and the Trustee, (ivd) 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 provisions of Section 9(a)(v8(d) hereof, including related filing fees and the reasonable fees and disbursements of the UnderwritersBanks’ counsel Counsel in connection therewith and in connection with the preparation of any survey of Blue Sky lawslaws (a “Blue Sky Survey”), (ve) expenses incident to the printing and delivery to the UnderwritersBanks, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto thereto, of the Prospectus and all amendments and supplements thereto, and of the Prospectus, each preliminary prospectus, Time of Sale Prospectus and all amendments and supplements thereto, (vif) 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, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, and (viii) the reasonable fees and expenses disbursements of the Banks’ Counsel incurred in connection with the listing offering and sale of such Securities, including reasonable fees for the issuance of any Underwritten opinion to be delivered by the Banks’ Counsel hereunder; provided, however, that each Bank will pay all costs, fees, and expenses incurred by such Bank in connection with the purchase of Securities on by such Bank for its own account or with respect to the NYSE resale of Securities purchased by such Bank in its capacity as underwriter hereunder, including all transfer taxes, advertising expenses, and (viii) if applicable, the fees and expenses of the trustee under Banks’ Counsel incident to the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for the stated amount resale of its expenses incurred in connection with the transactions contemplated by the applicable Terms Agreementany such Securities.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Subsequent Transfer Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the closing of the transactions contemplated thereby and (C) review of the Subsequent Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authorityexpenses of each Rating Agency (both initial and ongoing), (vii) 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 (viii) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing purchase of the Subsequent Mortgage Loans. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Stearns in connection with the transactions contemplated sale xx xxx Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Sponsor (on its own behalf as a Mortgage Loan Seller) shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Sponsor (on its own behalf as a Mortgage Loan Seller) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers' attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(i) 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to of Deloitte & Touche LLP and the issuance fees and delivery expenses of such Underwritten Securitiesall other certified public accounting firms providing letters regarding information contained in the Prospectus, (iii) the fee for the use of Purchaser's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment matters, (v) the fees and expenses of the Trustee (and the Delaware Trustee) which shall include without limitation all related fees and expenses (and the fees and disbursements of counsel for their counsels) with respect to (A) legal and document review of this Agreement, the Company Trust, Pooling and Servicing Agreement, the Company’s independent registered public accounting firmServicing Agreements, the Certificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees and expenses, if any, incurred 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 any applicable filing with legal and document review of this Agreement, the Financial Industry Regulatory AuthorityTrust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and Prospectus Supplement, (viii) if applicable, the fees and expenses of each of the trustee under Rating Agencies (both initial and ongoing), (ix) the applicable Indenture. If so stated fees and expenses relating to the preparation and recordation of mortgage 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 applicable Terms Agreementcase may be, the Underwriters agree to reimburse the Company for the stated amount of its and (x) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the transactions contemplated purchase of the Mortgage Loans and by the applicable Terms AgreementUnderwriters in connection with the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), the Company will pay all costs, fees, The Issuer covenants and expenses arising in connection agrees with the sale of any Underwritten Securities through Initial Purchaser that the Underwriters and in connection with Issuer will pay, or cause to be paid, on the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) Closing Date all expenses incident to the preparation and filing issuance of the Registration StatementNotes and to the performance of its obligations under the Notes and under the Transaction Documents including: (a) the preparation, any preliminary prospectusprinting and distribution of each Preliminary Offering Circular, the Time of Sale Prospectus, the Prospectus, Final Offering Circular and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, other Offering Materials (as defined in Section 8 herein) and all amendments and supplements theretothereto (except as otherwise provided herein); (b) all fees and expenses in connection with the filing and qualification of the Notes for offering and sale under applicable securities laws as provided herein, (ii) expenses incident to including, without limitation, any “blue sky” and legal investment memoranda and any other agreements or documents in connection with the issuance offering, purchase, sale and delivery of such Underwritten Securities, the Notes; (iiic) the fees and disbursements of Dechert LLP, special U.S. counsel for to the Company Collateral Manager, the Issuer and the Company’s independent registered public accounting firmRetention Holder, (iv) if approved by the Company in advance and in writingClark Hill PLC, expenses incident as Delaware counsel to the qualification of such Underwritten Securities under Blue Sky laws Issuer, and other applicable state securities laws in accordance with King & Spalding LLP, as counsel to the provisions of Section 9(a)(vInitial Purchaser; (d) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and Issuer’s accountants, if any, in connection with the preparation delivery of any survey of Blue Sky laws, Accountants’ Report or otherwise; (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vie) the fees and expensesdisbursements of Deutsche Bank Trust Company Americas, if anyincluding without limitation in its capacity as the Trustee, incurred with respect to any applicable filing with and Nxxxx Pxxxxxx LLP, its counsel; (f) the Financial Industry Regulatory Authority, fees and disbursements of the Collateral Manager; (viig) the fees and expenses incurred in connection with obtaining ratings for the listing Issued Notes required or expected to be rated as of any Underwritten Securities on the NYSE and Closing Date as specified in the Final Offering Circular; (viiih) if applicable, the all fees and expenses 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 in connection with the incorporation or organization of the Issuer; (i) all costs and expenses incurred in the preparation, issuance, printing and delivery of the Notes, the Transaction Documents, the representation letters and all other documents relating to the issuance, purchase and sale of the Subject Notes to the Initial Purchaser and the initial resale of the Subject Notes; (j) any investor discounts that the Initial Purchaser and the Collateral Manager agree shall be borne by the Issuer; and (k) all other costs and expenses incident to the performance by the Issuer of its various obligations hereunder, under the Notes and under the Transaction Documents, as applicable, which are not otherwise specifically provided for in this Section 6. The Issuer will also pay or cause to be paid on the Closing Date any transfer, stamp or value-added taxes, and any related interest and penalty incident thereto, in each case, payable in connection with the transactions contemplated hereby. Such payments shall be made from the proceeds of the offering of the Subject Notes promptly upon receipt of such proceeds by wire transfer of immediately available funds to an account specified by the Initial Purchaser. To the extent that the fees and expenses payable by the Issuer pursuant to this Section 6 on the Closing Date cannot be determined as of the Closing Date, the Issuer shall pay such amounts promptly following written request therefor by the Initial Purchaser, or any other applicable Terms Agreementparty, following the Closing Date in accordance with the Priorities of Payments. Notwithstanding the foregoing, if the Closing Date does not occur, the parties hereto acknowledge and agree that the fees and expenses of DBSI described in this Section 6 shall be paid pursuant to and in the manner provided in the Engagement Letter.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Subsequent Transfer Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident 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 issuance Pooling and delivery Servicing Agreement, the Certificates and related agreements, (B) attendance at the closing of such Underwritten Securitiesthe transactions contemplated hereby and (C) review of the Subsequent Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (iii) the fees and disbursements expenses of counsel for the Company each Rating Agency (both initial and the Company’s independent registered public accounting firmongoing), (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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) 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 (v) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing purchase of the Subsequent Mortgage Loans. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Sxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will HELOC Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, HELOC Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Company’s independent registered public accounting firmNotes and related agreements, (ivB) if approved attendance at the Closing and (C) review of the HELOCs to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 HELOC 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 HELOCs and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Notes. The HELOC Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to of Deloitte & Touche LLP and the issuance fees and delivery expenses of such Underwritten Securitiesall other certified public accounting firms providing letters regarding information contained in the Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement and the PPM, (iii) the fee for the use of Purchaser's Registration Statement based on the aggregate original principal amount of the Certificates offered publicly and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment matters, (v) the fees and expenses of the Trustee (and the Delaware Trustee) which shall include without limitation all related fees and expenses (and the fees and disbursements of counsel for their counsels) with respect to (A) legal and document review of this Agreement, the Company Trust, Pooling and Servicing Agreement, the Company’s independent registered public accounting firmServicing Agreements, the Certificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees and expenses, if any, incurred 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 any applicable filing with legal and document review of this Agreement, the Financial Industry Regulatory AuthorityTrust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and PPM, (viii) if applicable, the fees and expenses of each of the trustee under Rating Agencies (both initial and ongoing), (ix) the applicable Indenture. If so stated fees and expenses relating to the preparation and recordation of mortgage 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 Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the applicable Terms Agreementcase may be, the Underwriters agree to reimburse the Company for the stated amount of its and (x) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the transactions contemplated purchase of the Mortgage Loans and by the applicable Terms AgreementUnderwriters and the Initial Purchaser in connection with the sale of the Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident to of the preparation 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, any preliminary prospectus, the Time of Sale Prospectus, the Basic Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Final Prospectus and the Company, Final Prospectus and all amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required 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 Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee, Paying Agent or Transfer Agent 10 and the fees and disbursements of counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Company Indenture and the Company’s independent registered public accounting firm, Securities; and (ivviii) if approved by the Company in advance all other costs and in writing, expenses incident to the qualification performance of such Underwritten Securities under Blue Sky laws 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 other applicable state securities laws in accordance with the provisions of Section 9(a)(v) 8 hereof, including related filing fees and the reasonable fees and disbursements Underwriters will pay all of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees their own costs and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) including the fees and expenses incurred in connection with the listing of their counsel, transfer taxes on resale of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms AgreementSecurities by them, the Underwriters agree to reimburse the Company for the stated amount of its and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreementany offers they may make.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Sponsor (on its own behalf as a Mortgage Loan Seller) shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectiox xxxx the sale of the Certificates. The Sponsor (on its own behalf as a Mortgage Loan Seller) additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey, and insurance securities laws; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements Financial Industry Regulatory Authority of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any transfer agent and the fees and disbursements of counsel for any such transfer agent in connection with the listing of Securities issued pursuant to any Underwritten Securities on the NYSE and Pricing Agreement; (viii) if applicable, the fees and any travel expenses of the trustee under Company’s officers and employees and any other expenses of the applicable IndentureCompany in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 10 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, stock transfer taxes on resale of any of the stated amount Securities by them and any advertising expenses connected with any offers of its expenses incurred in connection with the transactions contemplated by the applicable Terms AgreementSecurities that they may make.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 in Mortgage Loans and by Bear Stexxxx xx connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectixx xxxx the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoTrustee, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectixx xxxx the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided otherwise set forth 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 this Agreement, including the following: (i) expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with this Agreement and the listing transactions contemplated by this Agreement, including the fees and disbursements of any Underwritten Securities on counsel, financial advisors and accountants, shall be paid by the NYSE Party incurring such fees or expenses; provided, however, that (a) if the Closing occurs, then Buyer shall (i) pay, or cause to be paid, all Company Expenses in accordance with Section 2.3(a) and (viiiii) if applicablereimburse Sellers at the Closing (to the extent such fees and expenses are paid by any Seller or any of its Affiliates (including Dory Parent, Dory Intermediate, Dory Foreign Holding Company and Dory US Merger Sub) prior to the Closing) and pay on behalf of (to the extent such fees and expenses are not paid prior to the Closing) any fees and expenses incurred by or on behalf of Dory Parent, Dory Intermediate, Dory Foreign Holding Company or Dory US Merger Sub that constitute Buyer Expenses, and (b) HYAC shall pay on behalf of Dory Parent (i) the SEC filing (or similar) fees related to the Registration Statement / Proxy Statement, (ii) any printing and mailing costs or expenses related to the distribution of the Registration Statement / Proxy Statement, (iii) any fees and expenses incurred by Dory Parent pursuant to Section 6.12 or Section 6.26 and (iv) any fees and expenses of the trustee under kind described in clause (d) of the applicable Indenture. If so stated definition of Buyer Expenses (in the applicable Terms Agreementeach case, the Underwriters agree to reimburse the Company for the stated amount of its expenses incurred in connection with the transactions contemplated by the applicable Terms Agreementas and when due).

Fees and Expenses. (a) Except as provided in Section 10(b), the The Company will Parties shall pay and reimburse all costs, fees, reasonable 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the documented fees and expenses when due (including travel costs and expenses) and all outstanding and unpaid amounts incurred in connection with the listing Restructuring since the inception of any Underwritten Securities the applicable fee or engagement letters of the attorneys, advisors, and consultants of (a) the Second Lien Ad Hoc Committee (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the NYSE and (viii) if applicablePetition Date), including the fees and expenses of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel, (ii) PJT Partners LP, as investment banker (including any success or transaction fees when earned), and (iii) one local counsel, (b) the trustee Convertible Ad Hoc Group (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the Petition Date), limited to the fees and expenses of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, (c) the Consenting RBL Lenders (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the Petition Date), including the fees and expenses of (i) Xxxxxx & Xxxxxx LLP, as counsel to the RBL Agent, (ii) Opportune LLP, as financial advisor to the RBL Agent, (iii) one local counsel, and (iv) and any fees and expenses provided for under the applicable Indenture. If so stated in the applicable Terms DIP Orders and DIP Facility Documents, and (d) each Hedge Contract counterparty that is, or whose affiliate is, a Party to this Agreement, to the Underwriters agree extent provided for under the DIP Orders and DIP Facility Documents; provided that all invoices of such advisors for such fees and expenses outstanding as of the Agreement Effective Date that are received at least three (3) Business Days prior to reimburse the Petition Date shall be paid in full prior to the Petition Date; provided, further, that the Company for Parties shall not be obligated to pay any fees and expenses under this Section 14.02 and the stated amount of its expenses incurred in connection with Agreement that have accrued after the transactions contemplated by Termination Date; provided, further, that nothing herein shall relieve the applicable Terms AgreementCompany Parties from any such payment or reimbursement obligations under the RBL Facility Documents or the DIP Facility Documents.

Fees and Expenses. (a) Except as provided Regardless of whether the transactions contemplated in Section 10(b)this Agreement are consummated, and regardless of whether for any reason this Agreement is terminated, the Company will pay and hereby agrees to indemnify each Underwriter against, all costs, fees, fees and expenses arising incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, (i) the fees and expenses of accountants and counsel for the Company, (ii) all costs and expenses incurred in connection with the sale of any Underwritten Securities through the Underwriters preparation, duplication, printing, filing, delivery, shipping 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, mailing of copies of the Registration Statement and all any pre-effective or post-effective amendments thereto and of the thereto, each Pre-Effective Prospectus, each preliminary prospectusthe Effective Prospectus and the Final Prospectus and any amendments or supplements thereto (including postage costs related to the delivery by the Underwriters of any Pre-Effective Prospectus, the Effective Prospectus or the Final Prospectus, or any amendment or supplement thereto), this Agreement and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses 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 other documents in connection with the transactions contemplated by herein, including the cost of all copies thereof, (iii) fees and expenses relating to qualification of the Shares under state securities or Blue Sky laws, including the cost of preparing and mailing the preliminary and final "Blue Sky Memorandum" and disbursements and reasonable fees of counsel in connection therewith, (iv) fees and expenses relating to all filings and negotiations with the NASD, including disbursements and reasonable fees of counsel in connection therewith, (v) the filing fees payable to the Commission, the NASD and state securities authorities, (vi) all expenses (including any applicable Terms transfer taxes) incurred in connection with the issuance and delivery to the Underwriters of the Shares to be sold in accordance with the Agreement, (vii) any costs or fees incurred in connection with the quotation of the Shares on the Nasdaq Small-Cap Market, and (viii) all other costs and expenses incident to the performance of the Company's obligations hereunder which are not specifically provided for in this Section.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically. Notwithstanding the applicable Terms Agreementforgoing, the Mortgage Loan Seller shall only pay fees and expenses related to its Mortgage Loans. In no event shall the Mortgage Loan Seller be responsible for any fees and expenses relating the sale and transfer of any other mortgage loans by any other mortgage loan seller. To the extent the above fees and expenses are calculated in the aggregate with any other mortgage loans from any other mortgage loan seller, the Mortgage Loan Seller shall only be responsible for its proportional share equal to a percentage of the principal balance Mortgage Loans sold and transferred hereunder with respect to the aggregate principal balance of the mortgage loans sold to the Trust Fund.

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except Subject to the terms of and limitations set forth in the engagement letter dated as provided in Section 10(b)of July 1, 2022 between Greensledge and GC Advisors LLC, the Company Issuer covenants and agrees, that it will pay all costspay, feesor cause to be paid, and expenses arising in connection with on the Closing Date from the proceeds of the sale and incurrence of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms AgreementNotes, including the following: (i) all expenses incident to the performance of the Issuer under the Transaction Documents, including: the preparation and filing printing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyOffering Circular, and all amendments and supplements theretothereto (except as otherwise provided herein); all fees and expenses in connection with the qualification of the Placed Notes for offering and sale under applicable securities laws as provided herein, (ii) expenses incident to including any "blue sky" and legal investment memoranda and any other agreements or documents in connection with the issuance offering, purchase, sale and delivery of such Underwritten Securities, (iii) the Placed Notes; the fees and disbursements of Cxxxx Hxxx PLC, as Delaware 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 Issuer, Dechert LLP, U.S. counsel to the Issuer, Pxxx Xxxxxxxx LLP, counsel to the Placement Agents, and other applicable state securities laws in accordance with Cxxxxxx and Cxxxxx LLP, counsel to KeyBanc; the provisions of Section 9(a)(v) hereof, including related filing fees and disbursements of Issuer's accountants, if any; the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith Collateral Trustee and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) its counsel; the fees and expenses, if any, incurred with respect to any applicable filing with disbursements of the Financial Industry Regulatory Authority, (vii) Collateral Manager and Dechert LLP; the fees and expenses incurred in connection with obtaining ratings for the listing Secured Notes required or expected to be rated as of any Underwritten Securities on the NYSE and (viii) if applicable, Closing Date as specified in the fees Final Offering Circular; all costs and expenses incurred in the preparation, issuance, printing and delivery of the trustee under Transaction Documents and all other documents relating to the applicable Indenture. If so stated in issuance, purchase, placement and sale of the applicable Terms Agreement, Notes; any investor discounts that the Underwriters Placement Agents and the Collateral Manager agree will be borne by the Issuer; and all other costs and expenses incident to reimburse the Company for performance by the stated amount Issuer of its expenses incurred various obligations hereunder which are not otherwise specifically provided for in this Section 5. The Issuer will also pay or cause to be paid any transfer, stamp or value added taxes payable in connection with the transactions contemplated hereby. Such payments shall be made promptly by wire transfer of immediately available funds to an account specified by the applicable Terms AgreementPlacement Agents.

Fees and Expenses. (a) Except as provided Whether or not the transactions contemplated in Section 10(b)this Agreement are consummated or this Agreement is terminated, the Company will to 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident to of the counsel and accountants for the Company in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Company and all amendments and supplements theretoto any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable), amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance cost of printing or producing this Agreement, the Indenture, any Blue Sky survey and any other documents in connection with the offering, purchase, sale and delivery of such Underwritten the Securities, ; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 8(g) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum; (iv) any reasonable fees charged by securities rating services for rating the Securities; (v) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with the Company Indenture and the Company’s independent registered public accounting firm, Securities; and (ivvi) 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 provisions of Section 9(a)(v) hereof, including related all filing fees and the reasonable fees and disbursements of counsel to the Underwriters’ counsel in connection therewith and Underwriters incurred in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing review and delivery to the Underwriters, in the quantities hereinabove stated, of copies qualification of the Registration Statement and all amendments thereto and offering of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with Securities by the Financial Industry Regulatory Authority, (vii) the fees and all other costs and expenses incurred incident to the performance of their obligations hereunder which are not otherwise specifically provided for in connection with the listing of any Underwritten Securities on the NYSE this Section 6. It is understood, however, that, except as provided in this Section 6, Section 7 and (viii) if applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms AgreementSection 10 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, transfer taxes on the stated amount transfer of its any of the Securities by them, and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreement.any offers they may make;

Fees and Expenses. Subject to Section 17 hereof, EMC (aon its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) Except shall pay on the Closing Date or such later date 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 may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 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 listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated 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 the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b)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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE Nasdaq and (viii) if applicable, the fees and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreement.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Remarketing Agents that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation and filing Company in connection with the registration of the Registration StatementDebentures under the Act and all other expenses in connection with the preparation, any preliminary prospectusprinting, filing and distribution of the Time of Sale Prospectus, the Base Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Remarketing Agents and dealers; (ii) expenses incident to the issuance cost of printing or producing this Remarketing Agreement, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of such Underwritten Securities, the Debentures; (iii) all expenses in connection with the qualification of the Debentures for offering and sale under state securities laws and insurance securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Remarketing Agents in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmRemarketing Agents in connection with, (iv) if approved securing any required review by the Company in advance and in writingNational Association of Securities Dealers, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(vInc. ("NASD") hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Debentures; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Debentures; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Debentures; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with this Remarketing Agreement and the listing of any Underwritten Securities on the NYSE and Debentures; (viii) if applicable, the fees and any travel expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse Company's officers and employees and any other expenses of the Company for the stated amount of its expenses incurred in connection with attending or hosting meetings with prospective purchasers of the transactions contemplated by Debentures; and (ix) all other costs and expenses incident to the applicable Terms Agreementperformance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section 4.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectixx xxxx the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), the Company will Each party to this Agreement shall bear and pay all costs, fees, costs 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 the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the legal fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firm, (ivfees) if approved that have been incurred or that are 56. incurred 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses 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 party in connection with the transactions contemplated by this Agreement, including all fees, costs and expenses incurred by such party in connection with or by virtue of (a) the applicable Terms investigation and review conducted by Parent and its Representatives with respect to the Company’s business (and the furnishing of information to Parent and its Representatives in connection with such investigation and review), (b) the negotiation, preparation and review of this Agreement (including the Disclosure Schedule) and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the transactions contemplated by this Agreement, (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement with a Governmental Body, and (d) the satisfaction of any conditions to the Closing; and (e) the consummation of the Merger (collectively, the “Transaction Costs”); provided, however, that, the total amount of all such fees, costs and expenses incurred by or for the benefit of the Acquired Companies (including all such fees, costs and expenses incurred prior to the Signing Date) in excess of the Estimated Transaction Costs shall be borne and paid by the Merger Stockholders as provided in the calculation of Total Merger Consideration as provided in Section 1.5(b)(vii) and, if necessary, by deducting from the Escrow Fund, Escrow Cash and/or Escrow Shares any such amount not included in the calculation of Total Merger Consideration. Notwithstanding the foregoing, Transaction Costs shall not include any amounts paid to Company Employees in connection with the termination of employment in connection with this Agreement or the Merger (or any taxes payable by the Company in connection with such payments), expenses associated with the purchase of the Tail D&O Policy as contemplated by Section 5.14 and expenses incurred by the Company in connection with the audit of Company Financial Statements.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller’s attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Company’s independent registered public accounting firmNotes and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Xxxxxxx in connection with the transactions contemplated sale of the Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Section 10(b), the Company NiSource will pay all costs, fees, the costs and expenses arising in connection with relating to 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 followingfollowing matters: (i) all expenses incident to the preparation and filing performance of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoits obligations under this Agreement, (ii) any filing fees or other expenses incident to (including fees and disbursements of counsel) in connection with qualification of the issuance and delivery Securities for sale under the laws of such Underwritten Securitiesjurisdictions as the Representatives may designate and the printing of memoranda relating thereto, (iii) any fees associated with filing of the Certificate of Designations with the Secretary of State of the State of Delaware and the cost of preparing the Securities, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) any fees charged by investment rating agencies for the rating of the Securities, (v) any applicable filing fee incident to, and the reasonable fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved any review by the Company in advance and in writingFinancial Industry Regulatory Authority, expenses incident to the qualification of such Underwritten 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 disbursements Inc. of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoSecurities, (vi) the fees and expensesexpenses of the transfer agent, if any, incurred with respect registrar and paying agent (including related fees and expenses of any counsel to any applicable filing with the Financial Industry Regulatory Authoritysuch parties), (vii) the all expenses and application fees and expenses incurred in connection with related to the listing of any Underwritten the Securities on The New York Stock Exchange (the NYSE “Stock Exchange”), including all expenses and fees related to the listing of a number of shares of Common Stock equal to the sum of the Maximum Number of Purchase Contract Securities and the Maximum Number of Underlying Securities, (viii) if applicable, the fees and expenses of the trustee under Company’s accountants and the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company fees and expenses of counsel (including local and special counsel) for the stated amount Company; and (ix) any travel expenses of its officers and employees and any other expenses incurred by them in connection with attending or hosting meetings with prospective purchasers of the transactions contemplated by the applicable Terms AgreementSecurities.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident of counsel and accountants to the preparation 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, the Time of Sale Prospectus, the Preliminary Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by Issuer Free Writing Prospectus and the Company, Final Prospectus and all any amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firmUnderwriters in connection with, (iv) if approved securing any required review 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements Financial Industry Regulatory Authority of the Underwriters’ counsel in connection therewith and in connection with terms of the preparation sale of any survey of Blue Sky laws, the Securities; (v) expenses incident to any fees charged by securities rating services for rating the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, Securities; (vi) the fees and expenses, if any, incurred with respect to any applicable filing with cost of preparing the Financial Industry Regulatory Authority, Securities; (vii) the fees and expenses incurred of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the listing of Securities issued pursuant to any Underwritten Securities on the NYSE and Agreement; (viii) if applicableany travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. The Underwriters covenant and agree with the Company that the Underwriters will reimburse or cause to be reimbursed the reasonable out-of-pocket expenses of the Company, including the fees and expenses disbursements of their counsel, up to an amount not to exceed 0.05% of the trustee under the applicable Indentureprincipal amount of Securities sold. If so stated Except as provided in the applicable Terms Agreementthis Section, and Sections 7 and 10 hereof, the Underwriters agree to reimburse will pay all of their own costs and expenses, including the Company for fees of their counsel, stock transfer taxes on resale of any of the stated amount Securities by them and any advertising expenses connected with any offers of its expenses incurred in connection with the transactions contemplated by the applicable Terms AgreementSecurities that they may make.

Fees and Expenses. (a) Except as provided in Section 10(b), the Company will pay all costs, fees, The Issuer covenants and expenses arising in connection agrees with the Placement Agent and any purchasers of the Common Shares who purchase Common Shares through the Placement Agent that the Issuer will pay, or cause to be paid, whether or not any sale of any Underwritten Securities through the Underwriters and in connection with Common Shares is consummated, all expenses incident to the performance by of the Company of its Issuer's obligations hereunder and under any Terms Agreementthe Related Agreements, including the followingincluding: (i) expenses incident to the preparation and filing printing of the Registration Statement, any preliminary prospectusFinal Common Share PPM, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Feeder Prospectuses and all amendments and supplements theretothereto (except as otherwise provided herein), (ii) all fees and expenses incident to in connection with the issuance qualification of the Common Shares for offering and sale under applicable foreign and U.S. securities laws as provided herein, including any Blue Sky and legal investment memoranda and any other agreement or documents in connection with the offering, purchase, sale and delivery of such Underwritten Securitiesthe Common Shares, (iii) the fees and disbursements of Jones Day, counsel for the Company Issuer, the fees and disbursements fxx xxcal counsel for the Issuer in various non-US jurisdictions and the Company’s independent registered public accounting firmfees and disbursements of Arnold & Porter LLP, counsel for the Investment Manager, (iv) if approved by txx xxxs axx xxxbursements of Jones Day, counsel for 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky lawsPlacement Agent, (v) expenses incident to the printing fees and delivery to the Underwriters, in the quantities hereinabove stated, of copies dixxxxxements of the Registration Statement and all amendments thereto and of the ProspectusIssuer's accountants, each preliminary prospectus, and all amendments and supplements theretoif any, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the all fees and expenses incurred in connection with the listing organization of any Underwritten Securities on the NYSE Issuer and the Feeder Funds, (vii) all costs and expenses incurred in the preparation, issuance, printing and delivery of the Common Shares, the Related Agreements and all other documents relating to the issuance, purchase and sale of the Common Shares, and (viii) if applicable, the fees all other costs and expenses of incident to the trustee under performance by the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for the stated amount Issuer of its expenses incurred various obligations hereunder which are not otherwise specifically provided for in this Section 7. The Issuer will also pay or cause to be paid any transfer, stamp or value-added taxes payable in connection with the transactions placement of the Common Shares contemplated hereby. Such payments payable to the Placement Agent shall be made promptly by wire transfer of immediately available funds to an account specified by the applicable Terms AgreementPlacement Agent.

Fees and Expenses. (a) Except as provided otherwise set forth in this Section 10(b8.3, whether or not the Merger is consummated, all Company Expenses and Parent Expenses (as hereinafter defined), as the Company will pay all costscase may be, fees, incurred in connection with this Agreement and expenses arising the other transactions contemplated hereby shall be paid by the party incurring such expenses. Expenses incurred in connection with the sale filing, printing and mailing of any Underwritten Securities through the Underwriters Proxy Statement/Prospectus (including SEC filing fees) and in connection with the performance holding of the Company's stockholders meeting shall be paid by the Company. Expenses incurred in connection with the filing, printing and mailing of the Registration Statement (including SEC filing fees) and in connection with the holding of the Parent's stockholders meeting shall be paid by the Company. 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 Company or its obligations hereunder Affiliates in connection with or related to the authorization, preparation, negotiation, execution and under any Terms Agreementperformance of this Agreement and the other transactions contemplated hereby, including the following: (i) expenses incident 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 review, preparation, printing, filing and mailing of the Company Proxy Statement/Prospectus and the review, preparation and filing of the Registration Statement, any preliminary prospectus, Statement and the Time solicitation of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Companystockholder approvals, and all amendments other matters related to the other transactions contemplated hereby. The reimbursement of Company Expenses in accordance with Section 8.3(b) shall in no event exceed $10,000,000 and supplements thereto, 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: (i) $20,000,000 (the "Maximum Amount") and (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expensesmaximum amount, if any, incurred with respect 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 applicable filing 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 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 (3) of the 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 Financial Industry Regulatory Authority, Company) 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: (viii) 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 fees and expenses incurred Tax Guidance, in connection with either of which events the listing of any Underwritten Securities on escrow agent shall pay to Parent the NYSE and (viii) if applicable, the fees and expenses lesser of the trustee under remaining unpaid Maximum Amount or the applicable Indenture. If so maximum amount stated in the applicable Terms Agreement, the Underwriters agree letter referred to reimburse in (i) above or such Tax Guidance within five Business Days after the Company for has been notified thereof. The obligation of the stated amount Company to pay any unpaid portion of its expenses incurred 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 connection with escrow after the transactions contemplated by obligation of the applicable Terms AgreementCompany to pay the Maximum Parent Expenses Amount terminates shall be released to the Company.

Fees and Expenses. (a) Except as provided in Section 10(b), The Company covenants and agrees with the several Underwriters that 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 or cause to be paid the following: (i) the fees, disbursements and expenses incident to of the preparation 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 prospectusPreliminary Final Prospectus, the Time of Sale Prospectus, the Prospectus, Final Prospectus and any free writing prospectus prepared by or on behalf of, used by, by or referred to by the Company, and all amendments and supplements thereto, to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the issuance 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 such Underwritten 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 disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required 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 Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee, Paying Agent or Transfer Agent and the fees and disbursements of counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Company Indenture and the Company’s independent registered public accounting firm, Securities; and (ivviii) if approved by the Company in advance all other costs and in writing, expenses incident to the qualification performance of such Underwritten Securities under Blue Sky laws 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 applicable state securities laws in accordance with the provisions of Section 9(a)(v) 10 hereof, including related filing fees and the reasonable fees and disbursements Underwriters will pay all of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees their own costs and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) including the fees and expenses incurred in connection with the listing of their counsel, transfer taxes on resale of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms AgreementSecurities by them, the Underwriters agree to reimburse the Company for the stated amount of its and any advertising expenses incurred in connection connected with the transactions contemplated by the applicable Terms Agreementany offers they may make.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Seller's attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser's attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Company’s independent registered public accounting firmNotes and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian, (vi) the fees expenses for printing or otherwise reproducing the Notes, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses purchase 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 Mortgage Loans and by Bear Stearns in connection with the transactions contemplated sxxx xx the Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by the applicable Terms Agreementsuch third party and which are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)17 hereof, the Company will Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) the fees and expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, Mortgage Loan Sellers’ attorneys and the Time reasonable fees and expenses of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements theretoPurchaser’s attorneys, (ii) the fees and expenses incident to the issuance and delivery of such Underwritten SecuritiesDeloitte & 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 counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Company Pooling and Servicing Agreement, the Company’s independent registered public accounting firmCertificates and related agreements, (ivB) if approved attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Company in advance and in writing, expenses incident to Trustee or the qualification of such Underwritten 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 disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements theretoCustodian on its behalf, (vi) the fees expenses for printing or otherwise reproducing the Certificates, the Prospectus and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory AuthorityProspectus 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 listing purchase of the Mortgage Loans and by Bear Stearns in connectiox xxxx the sale of the Certificates. The Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any Underwritten Securities third party on the NYSE and (viii) if applicable, a timely basis the fees provided for above which are charged by such third party and expenses 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 in connection with the transactions contemplated by the applicable Terms Agreementwhich are billed periodically.

Fees and Expenses. (a) Except as provided in Subject to Section 10(b)16 hereof, the Company will Mortgage Loan Seller shall pay all costs, fees, and expenses arising in connection with on the sale of any Underwritten Securities through the Underwriters and in connection with the performance Closing Date or such later date as may be agreed to by the Company of its obligations hereunder and under any Terms Agreement, including the following: Purchaser (i) expenses incident to the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, (ii) 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 provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE and (viii) if applicable, the fees and expenses of the trustee under Mortgage Loan Seller's attorneys and the applicable Indenture. If so stated 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 applicable Terms 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 Underwriters agree Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to reimburse be performed by the Company Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the stated amount Certificates, the Prospectus and the Prospectus Supplement, (vii) the L-19 fees and expenses of its 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 transactions contemplated purchase of the Mortgage Loans and by Bear Stearns in connectixx xxxx the applicable Terms Agreementsale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.