Common use of Fees and Expenses Clause in Contracts

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

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

Fees and Expenses. Subject 2.1 In consideration of the Bank’s services provided hereunder, the Trusts will (a) pay to Section 17 hereof, EMC the Bank the fees set forth in the agreed upon fee schedule (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as fee schedule may be amended as agreed in a written amendment duly executed by a Trust and the Bank from time to time) and (b) reimburse the Bank for any reasonable and necessary out-of-pocket and incidental expenses incurred by the Purchaser (i) Bank in connection therewith, including but not limited to postage, forms, telephone, tabulating proxies, records storage, or advances incurred by the fees and expenses of Bank for the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) items set out in the fee for schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the use of Purchaser’s Registration Statement based on relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance Bank at the Closing request or with the consent of a Trust, will be reimbursed by such Trust. 2.2 Reasonable and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other necessary out-of-pocket expenses incurred by the Purchaser Bank will be billed to a Trust based upon actual usage of a service or an allocated or derived charge for the use of the service for the benefit of the Trust. Unless otherwise agreed by the parties, the undisputed portions of such amounts will be payable to the Bank within sixty (60) days of a Trust’s receipt of the relevant invoice. The parties shall use good faith efforts to resolve any disputed portions with respect to such payments and the Trusts shall pay such disputed amounts promptly upon resolution of the dispute. Without limiting the Bank’s other rights set forth in this Agreement, the Bank may charge interest on overdue undisputed amounts at a rate then charged by the Bank to its institutional custody clients in the relevant currency. 2.3 Each Trust hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to the adviser to, or sponsor of, a Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the purchase Bank to such adviser or sponsor or to any affiliate of such Trust relating to this Agreement have been fully disclosed to the Board of Trustees of the Mortgage Loans Trust and that, if required by Bear ▇▇▇▇▇▇▇ in connection with applicable law, such Board of Trustees has approved or will approve the sale terms of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller this Agreement, and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party fees, expenses, and which are billed periodicallybenefits.

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

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

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

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

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

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

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

Fees and Expenses. Subject The Subadvisor shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Subadvisor in this section. In particular, EMC but without limiting the generality of the foregoing, the Subadvisor shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Subadvisor's overhead and on behalf employee costs); fees payable to the Subadvisor and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Company's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund's financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund's business) of officers, directors and recordation employees of mortgage assignments the Company who are not interested persons of the Subadvisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Company who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Subadvisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

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

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

Fees and Expenses. Except for the costs and expenses relating to Field Examinations and Appraisals, which shall be covered by Section 8.4, the Borrower agrees (a) to pay or reimburse the Agent, the Collateral Agent and the Arrangers (without duplication) for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Revolving Credit Facility and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs) and (b) to pay or reimburse the Agent, the Collateral Agent and the Required Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs). Subject to Section 17 hereofthe limitations above, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees foregoing costs and expenses of the Mortgage Loan Sellers’ attorneys shall include all reasonable and the documented or invoiced search, filing, recording and title insurance charges and fees related thereto, all reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees documented or invoiced costs and expenses in connection with any “blue sky” the opening and legal investment matters, (v) the fees and expenses maintenance of the Trustee which Concentration Account. The agreements in this Section 14.7 shall include without limitation survive the fees Termination Date and expenses repayment of the Trustee all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (and the fees and disbursements 20) Business Days of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed receipt by the Trustee or the Custodian on its behalf, (vi) the Borrower of an invoice relating thereto setting forth such expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyreasonable detail.

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

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

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

Fees and Expenses. Subject The Investment Advisor shall not be required to Section 17 hereofpay any expenses of the Funds other than those specifically allocated to the Investment Advisor in this section 6. In particular, EMC but without limiting the generality of the foregoing, the Investment Advisor shall not be responsible for the following expenses of the Funds: organization and certain offering expenses of the Funds (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Investment Advisor's overhead and on behalf employee costs); fees payable to the Investment Advisor and to any other of Master Funding) shall pay on the Closing Date Funds' advisers or such later date as may be agreed consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to by the Purchaser (i) Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Corporation's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Administrator for maintaining the Funds' financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Funds; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Funds for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Funds' portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Funds; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Funds' businesses) of officers, directors and recordation employees of mortgage assignments the Corporation who are not interested persons of the Investment Advisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Corporation who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Investment Advisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Corporation with respect to pay directly to matters concerning the Funds, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Subject 5.1 The FUND will pay all expenses incident to Section 17 hereofthe FUND's performance under this Agreement. In addition to the investment advisory fee, EMC (on subject to the expense reimbursement arrangement discussed below, each Portfolio will bear all of its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on operating expenses that are not specifically assumed by AAL, including the Closing Date or such later date as may be agreed to by the Purchaser following: (i) interest and taxes (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses for those Directors who are not "interested" persons under Section 2(a)(19) of the Act; (v) independent legal and audit expenses; (vi) fees and expenses of the Mortgage Loan Sellers’ attorneys FUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the reasonable issuance of its shares, including stock certificates and issuance of shares on the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of FUND or its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and shares; (ix) Mortgage File due diligence FUND or portfolio organizational expenses; (x) fund expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which the FUND may have to indemnify its officers and Directors with respect thereto; and (xiv) cost of daily evaluation of each of the Portfolio's securities and net asset value per share. 5.2 AAL will pay all expenses incident to AAL's performance under this Agreement. In addition, AAL will bear the expenses of printing and distributing to its Certificate owners the FUND proxy materials, proxy cards and voting instruction forms (collectively "proxy information"), tabulating the results of proxy solicitations to its Certificate owners, printing and distributing to its Certificate owners the FUND prospectus, SAI, supplement, proxy material, report to shareholders, and other out-of-pocket communication to shareholders, and any expenses incurred by the Purchaser in connection associated with the purchase administration of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the its Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

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

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

Fees and Expenses. Subject The Borrower agrees to Section 17 hereofpay to the Agent, EMC for its benefit, on demand, all costs and expenses that Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (on its own behalf as a Mortgage a) Attorney Costs; (b) costs and expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Seller Documents and on behalf of Master Fundingthe transactions contemplated thereby; (c) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the Mortgage Agent’s Liens (including costs and expenses paid or incurred by the Agent in connection with the consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of the Borrower under the Loan Sellers’ attorneys Documents that the Borrower fails to pay or take; (f) costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the reasonable fees Borrower’s operations by the Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $750 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit); and (g) costs and expenses of the Purchaser’s attorneysforwarding loan proceeds, (ii) the fees collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of Deloitte & Touche LLP, (iii) preserving and protecting the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this AgreementCollateral. In addition, the Pooling Borrower agrees to pay costs and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Agent (including Attorneys’ Costs) to the Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in connection with the purchase each case, paid or incurred to obtain payment of the Mortgage Loans Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and by Bear ▇▇▇▇▇▇▇ in connection with otherwise enforce the sale provisions of the CertificatesLoan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). EMC (on its own behalf The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrower. All of the foregoing costs and expenses shall be charged to the Borrower’s Loan Account as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyRevolving Loans as described in Section 3.6.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission expenses incurred by any Designated Holder that are not specifically payable by the Company as in effect on described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, the date on which the Registration Statement was declared effectivefollowing: underwriting fees, (iv) the fees discounts and expenses including counselexpenses, if any, applicable to any Designated Holder’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee except as otherwise provided herein); selling commissions or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear ▇▇▇▇▇▇▇ in connection with the sale of such Designated Holder’s Registrable Securities other than expenses that the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

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

Fees and Expenses. Subject The Sub-Advisor shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this section. In particular, EMC but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Sub-Advisor’s overhead and on behalf employee costs); fees payable to the Sub-Advisor and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Trust’s officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund’s business) of officers, trustees and recordation employees of mortgage assignments the Trust who are not interested persons of the Sub-Advisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or trustees of the Trust who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Sub-Advisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Trustees of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Trust with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

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

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

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

Fees and Expenses. (a) Subject to Section 17 hereof9.2, EMC all fees and expenses incurred by any party or any of its Consolidated Subsidiaries in connection with or related to this Agreement and the Transactions, (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser “Transaction Expenses”), including all (i) the fees and expenses for financial advisory and legal services to each of the Mortgage Loan Sellers’ attorneys CSL and CSL III in connection with this Agreement and the reasonable fees and expenses of the Purchaser’s attorneysTransactions, (ii) the fees and expenses of Deloitte & Touche LLPincurred in connection with the CSL Stockholder Meeting, such as printing and mailing the Registration Statement and necessary ancillary documents, (iii) fees and expenses incurred in connection with soliciting and tabulating stockholder votes, including the fee for the use cost of Purchaser’s Registration Statement based on the aggregate original principal amount a proxy solicitation firm, (iv) fees and expenses incurred in connection with meetings of the Certificates CSL Special Committee and the CSL III Special Committee, (v) fees and expenses incurred by the CSL Board or the CSL III Board in connection with the Transactions including legal, tax, and other outside advisors, (vi) fees and expenses incurred in connection with litigation relating to the Transactions, (vii) the drafting of this Agreement, the other ancillary documents and the Registration Statement, (viii) filing fee and other fees paid to the SEC in connection with the Transactions, and (ix) filing and other fees incurred in connection with any filing under the HSR Act in connection with the Transactions, shall, in each case, be paid in accordance with Section 9.4(b). (i) If Closing occurs, CGCIM and/or CSL III Advisor shall, as they deem appropriate, either through direct payment to the vendors or payees, through waiver or offset of fees owed to CGCIM or CSL III Advisor or through reimbursement to CSL or CSL III, as the case may be, bear the Transaction Expenses allocated to CSL and CSL III respectively, in a mutually agreeable manner, up to an aggregate amount equal to $5,000,000; provided that, each of CSL and CSL III shall pay its pro rata share of Transaction Expenses in excess of the Commission portion of the Expense Cap applicable to it, if any, allocated based upon the relative net assets of CSL and CSL III, respectively, as in effect on of the date on which the Registration Statement was declared effectiveExchange Ratio is determined, (ivii) if Closing does not occur because the fees stockholders of CSL shall have failed to approve the CSL Matters by the CSL Requisite Vote of CSL’s stockholders at a duly held meeting of CSL’s stockholders or at any adjournment or postponement thereof at which the CSL Matters have been voted upon and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersthereafter this Agreement is terminated, (vx) CSL III Advisor shall, either through direct payment to the vendors or payees, through waiver or offset of fees and expenses owed to CSL III Advisor or through reimbursement to CSL III, bear CSL III’s pro rata share of the Trustee which shall include without limitation aggregate Transaction Expenses allocated based upon the fees relative net assets of CSL and expenses CSL III as of the Trustee most recent quarter-end preceding the date of such termination, up to an aggregate amount equal to $2,500,000; provided that, CSL III shall pay any Transaction Expenses allocated to it that exceed $2,500,000, and (and the fees and disbursements y) CSL shall pay all of its counselpro rata share of the aggregate Transaction Expenses allocated based upon the relative net assets of CSL and CSL III as of the most recent quarter-end preceding the date of such termination, and (iii) with respect if Closing does not occur other than for a reason set forth in Section 9.4(b)(ii), CGCIM and/or CSL III Advisor shall, as they deem appropriate, either through direct payment to the vendors or payees, through waiver or offset of fees owed to CGCIM or CSL III Advisor or through reimbursement to CSL or CSL III, bear 50% of the aggregate Transaction Expenses, up to an aggregate amount equal to $2,500,000 (Asuch amount under clauses (i), (ii) legal and document review of this Agreementor (iii), the Pooling “Expense Cap”); provided that, each of CSL and Servicing AgreementCSL III will pay its pro rata share of Transaction Expenses in excess of the portion of the Expense Cap applicable to it, if any, allocated based upon the Certificates relative net assets of CSL and related agreementsCSL III, respectively, as of the most recent quarter-end preceding the date of such termination. (B) attendance at The Table of Definition in Article X of the Closing Agreement shall be amended to delete therefrom the defined terms, and section references of, “BDC Expenses” and “Joint Expenses” in their entirety. (C) review The Table of Definition in Article X of the Mortgage Loans Agreement shall be amended to be performed by add the Trustee or following defined terms and section references in the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoingappropriate alphabetical order: “Expense Cap Section 9.4(b), (viii) the fees and expenses relating to the preparation and 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 ” “Transaction Expenses Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.9.4(a)”

Fees and Expenses. Subject 2.1 The Bank shall receive from the Adviser such compensation for the Transfer Agent’s services provided pursuant to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date this Agreement as may be agreed to from time to time in a written fee schedule approved by the Purchaser parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. 2.2 In addition to the fee paid under Section 2.1 above, the Adviser agrees to reimburse the Bank for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Adviser. 2.3 The Adviser agrees to pay all fees and reimbursable expenses within ten business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Adviser at least seven (7) days prior to the mailing date of such materials. 2.4 The Trust hereby represents and warrants to the Bank that (i) the fees and expenses terms of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneysthis Agreement, (ii) the fees and expenses of Deloitte & Touche LLPassociated with this Agreement, and (iii) any benefits accruing to the fee for Bank or to the use of Purchaser’s Registration Statement based on adviser to, or sponsor of, the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses Trust in connection with this Agreement, including, but not limited to, any “blue sky” and legal investment mattersfee waivers, (v) reimbursements, or payments made, or to be made, by the fees and expenses Bank to such adviser or sponsor or to any affiliate of the Trustee which shall include without limitation Trust relating to this Agreement have been fully disclosed to the fees and expenses Board of Trustees of the Trustee (Trust and that, if required by applicable law, such Board of Trustees has approved or will approve the fees and disbursements of its counsel) with respect to (A) legal and document review terms of this Agreement, the Pooling and Servicing Agreementany such fees, the Certificates expenses, and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallybenefits.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) The Fund shall pay on Citi compensation for the Closing Date or such later date as may services to be agreed provided by Citi under this Agreement in accordance with, and in the manner set forth in Schedule A attached hereto. (b) In addition to by the Purchaser (i) paying Citi the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementprovided above, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans Fund agrees to be performed by the Trustee or the Custodian on reimburse Citi for its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other actual out-of-pocket expenses reasonably incurred in providing services hereunder, including, without limitation, the following (all subject to reasonable documentation and substantiation): i) All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Purchaser Fund, its services providers, or otherwise on behalf of the Fund; ii) The cost of microfilm or microfiche or other electronic storage of records or other materials and other costs associated with record retention on behalf of the Fund; iii) Sales taxes; iv) Costs of tax forms, if applicable; v) Costs for investor correspondence; vi) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Citi in communication with the Fund, dealers, public accountants, investors, or others as required for Citi to perform the services to be provided hereunder; vii) Costs of fulfillment, if requested; viii) Bank account charges, including check payment and processing fees; ix) All printing, production (including graphics support, copying, and binding) and distribution expenses incurred in relation to Board meeting materials, tax forms, periodic statements, new account letters and maintenance letters, financial and tax reports, Offering Documents, proxy statements and marketing materials, if applicable; x) Costs of tax data services; xi) Costs of rating agency services to the extent applicable; xii) All out of pocket costs incurred in connection with the purchase administration services, including, without limitation, travel and lodging expenses incurred by employees of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ Citi in connection with attendance at Board meetings and any other meetings for which such attendance is requested or agreed upon by the sale of the Certificates. EMC (on its own behalf parties; xiii) NSCC charges and Depository Trust & Clearing Corporation charges; xiv) Expenses associated with Citi’s anti-fraud procedures as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees it pertains to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.new account review; and

Fees and Expenses. Subject Whether or not the purchase and sale of the Initial Special Warrants and any Additional Securities shall be completed, all fees and expenses (including HST, if applicable) of or incidental to Section 17 hereofthe creation, EMC (on its own behalf as a Mortgage Loan Seller issuance and on behalf delivery of Master Funding) the Initial Special Warrants, the Purchaser’s Option and any Additional Securities and of or incidental to all matters in connection with the transactions herein set out shall pay on the Closing Date or such later date as may be agreed to borne by the Purchaser Company including, without limitation: (ia) all expenses of or incidental to the creation, issue, sale or distribution of Initial Special Warrants, the Purchaser’s Option and any Additional Securities, the Prospectus-Qualified Securities and any securities underlying such securities, the filing of the Qualification Prospectus Supplement, the Qualification Registration Statement and any Supplementary Material and any stock exchange approval and other regulatory compliance; (b) the fees and expenses of the Mortgage Loan Sellers’ attorneys auditors, technical consultants, translators, other experts, and counsel to the reasonable fees Company and all local counsel (including all taxes payable in respect of any of the foregoing); (c) all costs and expenses incurred in connection with roadshows and marketing activities, the preparation and printing of the Purchaser’s attorneysProspectus, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees any Supplementary Material contemplated hereunder and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments Offering; and (including intervening assignments, if any and if available, to evidence a complete chain of title from d) the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other reasonable out-of-pocket expenses incurred by of the Purchaser Agent (including, but not limited to, travel expenses in connection with the purchase due diligence and marketing activities, and reasonable fees and disbursements of the Mortgage Loans Agent’s legal counsel), including any expenses incurred prior to the date first written above and by Bear ▇▇▇▇▇▇▇ all taxes payable in connection with the sale respect of any of the Certificates. EMC (foregoing, with such expenses to be paid by the Company at the Time of Closing on its own behalf as a Mortgage Loan Seller the Closing Date and on behalf of Master Funding) additionally agrees to pay directly to the Purchaser’s Option Closing Date, if applicable, or at any third party on a timely basis other time reasonably requested by the fees provided for above which are charged Agent and shall be payable by such third party and which are billed periodicallythe Company immediately upon receiving an invoice therefor from the Agent.

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

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

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

Fees and Expenses. Subject At the Closing, the Company has agreed to Section 17 hereofreimburse ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP the non-accountable sum of $50,000 for its legal fees and expenses. Except as expressly set forth in the Transaction Documents to the contrary, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) each party shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the Mortgage Loan Sellers’ attorneys negotiation, preparation, execution, delivery and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review performance of this Agreement. The Company shall pay all Transfer Agent fees (including, the Pooling and Servicing Agreementwithout limitation, the Certificates and related agreements, (B) attendance at the Closing and (C) review any fees required for same-day processing of the Mortgage Loans to be performed any instruction letter delivered by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus Company and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoingany exercise notice delivered by a Purchaser), (viii) the fees and expenses relating to the preparation and 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 stamp taxes and other out-of-pocket expenses incurred by the Purchaser taxes and duties levied in connection with the purchase delivery of any Securities to the Mortgage Loans and by Bear ▇▇▇▇▇▇▇▇▇▇.▇▇ addition to the Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, Depositary Fees, DTC fees or broker’s commissions (other than for Persons engaged by any Purchaser) relating to or arising out of the transactions contemplated hereby (including, without limitation, (x) any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement and (y) any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), and any stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. The Company shall pay, and hold each Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Securities to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyPurchasers.

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

Fees and Expenses. Subject 5.1 The FUND will pay all expenses incident to Section 17 hereofthe FUND's performance under this Agreement. In addition to the investment advisory fee, EMC (on subject to the expense reimbursement arrangement discussed below, each Portfolio will bear all of its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on operating expenses that are not specifically assumed by AAL, including the Closing Date or such later date as may be agreed to by the Purchaser following: (i) interest and taxes (ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses for those Directors who are not "interested" persons under Section 2(a)(19) of the Act; (v) independent legal and audit expenses; (vi) fees and expenses of the Mortgage Loan Sellers’ attorneys FUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the reasonable issuance of its shares, including stock certificates and issuance of shares on the payment of, or reinvestment of dividends; (viii) fees and expenses incident to the registration under Federal or state securities laws of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of FUND or its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and shares; (ix) Mortgage File due diligence FUND or portfolio organizational expenses; (x) FUND expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which the FUND may have to indemnify its officers and Directors with respect thereto; and (xiv) cost of daily valuation of each of the Portfolio's securities and net asset value per share. 5.2 AAL will pay all expenses incident to AAL's performance under this Agreement. In addition, AAL will bear the expenses of printing and distributing to its Certificate owners the FUND proxy materials, proxy cards and voting instruction forms (collectively "proxy information"), tabulating the results of proxy solicitations to its Certificate owners, printing and distributing to its Certificate owners the FUND prospectus, SAI, supplement, proxy material, report to shareholders, and other out-of-pocket communication to shareholders, and any expenses incurred by the Purchaser in connection associated with the purchase administration of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the its Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

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

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) The Fund shall pay on Citi compensation for the Closing Date or such later date as may services to be agreed provided by Citi under this Agreement in accordance with, and in the manner set forth in Schedule A attached hereto. (b) In addition to by the Purchaser (i) paying Citi the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementprovided above, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans Fund agrees to be performed by the Trustee or the Custodian on reimburse Citi for its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other actual out-of-pocket expenses reasonably incurred in providing services hereunder, including, without limitation, the following (all subject to reasonable documentation and substantiation): i) All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Purchaser Fund, its services providers, or otherwise on behalf of the Fund; ii) The cost of microfilm or microfiche or other electronic storage of records or other materials and other costs associated with record retention on behalf of the Fund; iii) Sales taxes; iv) Costs of tax forms, if applicable; v) Costs for investor correspondence; vi) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Citi in communication with the Fund, dealers, public accountants, investors, or others as required for Citi to perform the services to be provided hereunder; vii) Costs of fulfillment, if requested; viii) Bank account charges, including check payment and processing fees; ix) All printing, production (including graphics support, copying, and binding) and distribution expenses incurred in relation to Board meeting materials, tax forms, periodic statements, new account letters and maintenance letters, financial and tax reports, Offering Documents, proxy statements and marketing materials, if applicable; x) Costs of tax data services; xi) Costs of rating agency services to the extent applicable; xii) All out of pocket costs incurred in connection with the purchase administration services, including, without limitation, travel and lodging expenses incurred by employees of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ Citi in connection with attendance at Board meetings and any other meetings for which such attendance is requested or agreed upon by the sale parties; and xiii) Any expenses Citi shall incur at the written direction of a director or officer of the Certificates. EMC Fund thereunto duly authorized. (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundingc) additionally agrees In addition, Citi shall be entitled to pay directly receive the following fees: i) Ad hoc reporting fees billed, when mutually agreed upon, according to any applicable rate schedules; ii) Charges for the pricing information obtained from third party on vendors for use in pricing the Investments of the Fund’s portfolio; iii) To the extent that Citi is required to develop customized systems to meet a timely basis Fund’s needs, systems development fees (billed at an hourly rate of $150 per hour) and all system-related expenses, as agreed in advance, associated with the fees provision of special reports and services, excluding initial programming costs other than customizations to meet the reporting requirements as noted in Section 1 (for the avoidance of doubt, no fee shall be charged under this Section 5(c)(iii) if Citi is not required to develop customized systems to meet a Fund’s needs); iv) In the event that Citi is requested or authorized by the Fund or is required by governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to services provided by Citi to the Fund, the Fund will, so long as Citi is not the subject of the investigation or proceeding in which the information is sought, pay Citi for above which are charged by its professional time (at its standard billing rates) and reimburse Citi for its out-of-pocket expenses (including reasonable attorneys fees) incurred in responding to such third party and which are requests or requirements; v) Fees for the development of custom interfaces, billed periodically.at a mutually agreed upon rate;

Fees and Expenses. Subject 9.1 The Applicant shall pay the Manager fees for the services provided under the Agreement, as set out in the section of the Brochure headed “Our charges”. 9.2 If Section 4 of the Application Form for advised clients has been completed, the Applicant thereby authorises the Manager to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller facilitate the payment of initial and on-going Adviser Charges to the Applicant’s Financial Adviser on behalf of Master Funding) shall pay on the Closing Date or Applicant as indicated in that Section. The Applicant acknowledges and agrees that the Manager may request verification from the Financial Adviser and/or the Applicant that any such later date as payments represent due compensation to the Financial Adviser for financial advice given to and received by the Applicant. 9.3 An Investment may be agreed realised in order to by the Purchaser (i) the fees and expenses discharge an obligation of the Mortgage Loan Sellers’ attorneys Applicant under the Agreement, for example in relation to payment of fees, costs and expenses. 9.4 In relation to accounting to the Applicant for any dividends or other payments from the Portfolio, the Manager may instruct the Custodian to retain an amount or amounts due to the Manager or any other third party (including the Custodian and the reasonable fees Nominee) in respect of any fees, costs and expenses expenses. 9.5 The Manager shall be entitled at any time to instruct the Custodian to retain or make deductions from or set-off amounts or credits which would otherwise be owed to the Applicant (including, without limitation, the proceeds of a sale or receipt of dividends held in accordance with the Agreement and/or Custodian Terms of Business), in order to meet any liabilities which the Applicant and the Manager may have incurred in respect of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee Manager or the Custodian on its behalf, (vi) the expenses for printing or Nominee or which may otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses have been incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyApplicant under the Agreement or the Custodian Terms of Business.

Fees and Expenses. Subject The Borrower agrees (a) to Section 17 hereofpay or reimburse the Agent and the Collateral Agent (without duplication) and, EMC in the case of clause (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundingii) shall pay on following the Closing Date Date, the Required Lenders for all reasonable and documented or such later date as may be agreed to by the Purchaser invoiced out-of-pocket costs and expenses associated with (i) the fees and expenses syndication of the Mortgage Term Loan Sellers’ attorneys Facility and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees preparation, execution and expenses of Deloitte & Touche LLPdelivery, (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 effectiveadministration, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersamendment, (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 modification, waiver and/or enforcement of this Agreement, the Pooling other Loan Documents and Servicing Agreementthe Unsecured ProFrac Guarantee, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs and (b) to pay or reimburse the Agent, the 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 Collateral Agent and the Prospectus Supplement, (vii) the fees Required Lenders for all reasonable and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and 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 documented or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other invoiced out-of-pocket costs and expenses incurred by the Purchaser in connection with the purchase enforcement of any rights or remedies under this Agreement or the other Loan Documents or the Unsecured ProFrac Guarantee (such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs) (but including any costs and expenses of the Mortgage Loans Agent and the Collateral Agent arising from the administration and maintenance of the pledge of titled collateral to the Collateral Agent, including, but not limited to, the retention of a sub-agent engaged by Bear ▇▇▇▇▇▇▇ the Collateral Agent in connection with therewith). Subject to the sale limitations above, the foregoing costs and expenses shall include all reasonable and documented or invoiced search, filing, recording and title insurance charges and fees related thereto. The agreements in this Section 14.7 shall survive the Maturity Date and repayment of all other Obligations. All amounts due under this Section 14.7 shall be paid within twenty (20) Business Days of receipt by the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf Borrower of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by an invoice relating thereto setting forth such third party and which are billed periodicallyexpenses in reasonable detail.

Fees and Expenses. Subject The Borrowers agree to Section 17 hereofpay to the Agent, EMC for its benefit, on demand, all reasonable costs and expenses that the Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (on its own behalf as a Mortgage a) Attorney Costs; (b) reasonable costs and expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Seller Documents and on behalf of Master Fundingthe transactions contemplated thereby; (c) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees costs and expenses of lien searches; (d) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the Mortgage Agent’s Liens (including reasonable costs and expenses paid or incurred by the Agent in connection with the consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of any Obligor under the Loan Sellers’ attorneys Documents that such Obligor fails to pay or take; (f) costs of appraisals (including all Appraisals), inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the reasonable fees Obligors’ operations by the Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $750 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit); and (g) costs and expenses of the Purchaser’s attorneysforwarding loan proceeds, (ii) the fees collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of Deloitte & Touche LLP, (iii) preserving and protecting the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this AgreementCollateral. In addition, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans Borrowers agree to be performed by the Trustee or the Custodian pay on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating demand to the preparation Agent, for its benefit, all costs and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser Agent (including Attorneys’ Costs), and to the other Lenders, for their benefit, on demand, all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in connection with the purchase each case, paid or incurred to obtain payment of the Mortgage Loans Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and by Bear ▇▇▇▇▇▇▇ in connection with otherwise enforce the sale provisions of the CertificatesLoan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). EMC (on its own behalf The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrowers. All of the foregoing costs and expenses shall be charged to the Borrowers’ Loan Account as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyRevolving Loans as described in Section 3.5.

Fees and Expenses. Subject The Sub-Adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Sub-Adviser in this Section 17 hereof8. In particular, EMC but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Funds (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Sub-Adviser's overhead and on behalf employee costs); fees payable to the Sub-Adviser and to any other Funds advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Funds in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Company's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Administrator for maintaining the Funds' financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Funds; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Funds for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Funds' portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Funds; expenses of each Rating Agency printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Funds' business) of officers, directors and recordation employees of mortgage assignments the Company who are not interested persons of the Sub-Adviser; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or Directors of the Company who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Sub-Adviser to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection Directors with respect to matters concerning the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to Funds, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Subject (a) As compensation for the services rendered to Section 17 hereofthe Funds pursuant to this Agreement, EMC each Fund shall pay JPMIS monthly fees determined as set forth in Schedule B to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the invoice. Upon any termination of the provision of services under this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination. (on its own behalf b) For the purpose of determining fees calculated as a Mortgage Loan Seller function of the Funds' assets, the value of the Funds' assets and on behalf net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of Master Fundingthe Board. (c) shall pay on the Closing Date Trust may request additional services, additional processing, or special reports, with such later date specifications and requirements documentation as may be reasonably required by JPMIS. In addition, significant regulatory and legal changes and changes in the Funds' status may necessitate additional services, processing or reports. In either instance, if JPMIS elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses at negotiated rates and charges. (d) JPMIS will bear its own expenses in connection with the performance of the services under this Agreement except as provided herein or as agreed to by the Purchaser (i) parties. Trust agrees to promptly reimburse JPMIS for any services, equipment or supplies ordered by Trust through JPMIS and for any other expenses that JPMIS may incur on Trust's behalf at Trust's or a Fund's request or as consented to by Trust. Such other expenses to be incurred in the operation of the Funds and to be borne by Trust or the Funds, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of JPMIS, or the Funds' investment adviser or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; ▇▇▇▇▇ filing fees, processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of Prospectuses for regulatory purposes and for distribution to current shareholders of the Mortgage Loan Sellers’ attorneys Funds (the Funds' distributor to bear the expense of all other printing, production, and the reasonable fees distribution of Prospectuses, and marketing materials); expenses of printing and production costs of shareholders' reports and proxy statements and materials; expenses of proxy solicitation, proxy tabulation and annual meetings; costs and expenses of the Purchaser’s attorneys, (ii) the fees Fund stationery and forms; costs and expenses of Deloitte & Touche LLPspecial telephone and data lines and devices; costs associated with trust, (iii) shareholder, and Board meetings; trade association dues and expenses; reprocessing costs to JPMIS caused by third party errors; copying charges; microfilm and storage, audio response unit costs; corporate action services; service termination and conversion costs; any expenses necessitated by regulatory or legal changes; and any extraordinary expenses and other customary Fund expenses. In addition, JPMIS may utilize one or more independent pricing services to obtain securities prices and to act as backup to the fee for primary pricing services designated by Trust or the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveFunds, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) determining the fees and expenses net asset values of the Trustee which shall include without limitation Funds. Trust will reimburse JPMIS for the fees and expenses Funds' share of the Trustee (and cost of such services based upon the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementactual usage, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review or a pro-rata estimate of the Mortgage Loans to be performed by use, of the Trustee or services for the Custodian on its behalfbenefit of the Funds. (e) All fees, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase expenses, or additional charges of JPMIS shall be billed on a monthly basis and shall be due and payable upon receipt of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyinvoice.

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

Fees and Expenses. Subject The Investment Manager shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Investment Manager in this section 7. In particular, EMC but without limiting the generality of the foregoing, the Investment Manager shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Investment Manager's overhead and on behalf employee costs); fees payable to the Investment Manager and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Corporation's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund's financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund's business) of officers, directors and recordation employees of mortgage assignments the Corporation who are not interested persons of the Investment Manager; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Corporation who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Investment Manager to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Corporation with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Subject With respect to any Registration Statement filed under Section 17 hereof2.2, EMC (on its own behalf as a Mortgage Loan Seller all expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company (the “Direct Registration Expenses”) will be borne equally by the Company on the one hand and the Holders whose Registrable Securities are included in such Registration Statement on the other, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. With respect to any Registration Statement filed under Section 2.3, the Company shall bear the Direct Registration Expenses. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Holders of a majority (iiby number of shares) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counselexpenses, if any, applicable to any Holder’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee except as otherwise provided herein); selling commissions or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Holder in connection with the purchase of the Mortgage Loans offer and by Bear ▇▇▇▇▇▇▇ in connection with the sale of such Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

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

Fees and Expenses. Subject The Sub-Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Adviser in this Section 17 hereof8. In particular, EMC (on its own behalf as a Mortgage Loan Seller but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and on behalf offering expenses of Master Funding) shall pay on the Closing Date Fund; fees payable to the Sub-Adviser and to any other Fund advisers or such later date as may be agreed consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to by the Purchaser (i) Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the administrator for maintaining the Fund’s financial books and the reasonable fees records and calculating daily net asset values; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal the Fund; expenses of printing and document review distributing Prospectuses, Statements of this AgreementAdditional Information, the Pooling reports, notices and Servicing Agreement, the Certificates dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ 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 other meetings; and the Prospectus Supplement, compensation and all expenses (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund’s business) of officers, trustees and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase employees of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyTrust.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) of the Registrable Securities requested to be included in such Registration Statement and fees and expenses disbursements of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on the aggregate original principal amount Company and all independent certified public accountants of the Certificates Company, and other Persons retained by the Company will be borne by the Company, and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveCompany will pay its internal expenses (including, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matterswithout limitation, (v) the fees all salaries and expenses of the Trustee which shall include without limitation Company’s employees performing legal or accounting duties), the fees and expenses expense of any annual audit or quarterly review, the expense of any liability insurance of the Trustee (Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities or any of the expenses incurred by any Designated Holder that are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of its counsel) with respect counsel or other professionals that any Designated Holder may choose to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser retain in connection with the purchase Registration Statement filed pursuant to this Agreement (except as otherwise provided above or in the Securities Purchase Agreement); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of the Mortgage Loans and any Designated Holder; any other expenses incurred by Bear ▇▇▇▇▇▇▇ or on behalf of such Designated Holder in connection with the offer and sale of such Designated Holder’s Registrable Securities other than expenses that the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

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

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association or other quotation system on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Holders of a majority (iiby number of shares) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counselexpenses, if any, applicable to any Holder’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee except as otherwise provided herein); selling commissions or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Holder in connection with the purchase of the Mortgage Loans offer and by Bear ▇▇▇▇▇▇▇ in connection with the sale of such Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject Holdings and each Borrower agree, jointly and severally, to Section 17 hereofpay to each Agent, EMC (on its own behalf as a Mortgage Loan Seller and on behalf the Letter of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys Credit Issuers and the Swingline Lender for its benefit, on demand, all reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other documented out-of-pocket costs and expenses incurred by the Purchaser that such Person pays or incurs in connection with the purchase negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Mortgage Loans other Loan Documents, including: (a) Attorney Costs; (b) costs and by Bear ▇▇▇▇▇▇▇ expenses (including Attorney Costs) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the sale Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien searches; (d) taxes, fees, and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the Collateral Agent’s Liens (including costs and expenses paid or incurred by an Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of Holdings or any Borrower under the Loan Documents that Holdings or such Borrower fails to pay or take; (f) costs of appraisals, inspections, and verifications of the CertificatesCollateral, including travel, lodging, and meals for inspections of the Collateral and Holdings’ and the Borrowers’ operations by the Collateral Agent plus the Collateral Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $1,000 per day (or portion thereof) for each agent or employee of the Collateral Agent with respect to each field examination or audit); (g) costs and expenses of forwarding loan proceeds, collecting checks, and other items of payment, and establishing and maintaining Payment Accounts and lock boxes; (h) costs and expenses of preserving and protecting the Collateral; and (i) costs and expenses (including Attorney Costs) paid or incurred to obtain payment of the Obligations, enforce the Collateral Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents. EMC (on its own behalf as a Mortgage The foregoing shall not be construed to limit any other provisions of the Loan Seller Documents regarding costs and on behalf of Master Funding) additionally agrees expenses to be paid by the Loan Parties. Additionally, Holdings and each Borrower agree, jointly and severally, to pay directly each Lender all reasonable documented out-of-pocket costs and expenses that such Lender incurs in connection with the enforcement or collection of its rights under this Agreement and any other Loan Document. All of the foregoing costs and expenses may be charged to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyLoan Account as Revolving Loans as described in Section 4.5.

Fees and Expenses. Subject to Section 17 hereof(a) Except as otherwise provided in this Agreement, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) whether or not the Transactions shall pay on the Closing Date or such later date as may be agreed to by the Purchaser consummated, (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on Buyers will pay the aggregate original principal amount of the Certificates all fees, expenses and the filing fee disbursements of the Commission as in effect on the date on which the Registration Statement was declared effectiveBuyers and their agents, (iv) the fees representatives, accountants and expenses including counsel’s fees and expenses counsel incurred in connection with the subject matter of this Agreement and any “blue sky” amendments to it and legal investment matters, (v) the fees all other costs and expenses of incurred in the Trustee which shall include without limitation the fees performance and expenses of the Trustee (and the fees and disbursements of its counsel) compliance with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans all conditions to be performed by Buyers under this Agreement and (ii) Sellers will pay the Trustee or aggregate of all fees, expenses and disbursements of Sellers and their respective agents, representatives, accountants and counsel incurred in connection with the Custodian on its behalfsubject matter of this Agreement and any amendments to it and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by Sellers under this Agreement, (vi) the expenses for printing or otherwise reproducing the Certificatesincluding legal fees, the Prospectus investment banking and the Prospectus Supplementadvisory fees, (vii) the accounting fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket documented expenses (collectively, the “Sellers’ Expenses”). (b) All transfer, documentary, sales (including any bulk sales), use, stamp, registration and other Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred by the Purchaser in connection with the consummation of the Transactions, shall be paid by Buyers when due to the applicable Tax authority or remit to Sellers at Closing all sales, transfer, conveyance or other Taxes associated with the transfer of the Assets to Buyers pursuant to this Agreement. Buyers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by Applicable Law, the parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. Without limiting the generality of the foregoing, Buyers shall bear the payment of all transfer and sales and use Taxes and title fees related to the transfer of the Rolling Stock included in the Assets and incurred as a result of the Transactions. (c) Except as may be otherwise provided in this Agreement, all costs of closing the sale and purchase of the Mortgage Loans Real Property shall be borne as follows: (i) all costs of any kind associated with any financing obtained by Buyers shall be borne by Buyers, including any recording fees, documentary fees and/or stamp Taxes and by Bear ▇▇▇▇▇▇▇ in connection with (ii) all costs to obtain the Title Commitments and all Title Policy premiums, fees and costs and all other closing costs related to the sale and purchase of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged Real Property shall be borne by such third party and which are billed periodicallyBuyers.

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

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

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Fundinga) The Borrower shall pay or reimburse NACC and after the Securitization, NACC and the Lender (in each case, without duplication), on demand, without set- off, withholding or deduction, for the Closing Date or such later date payment of all of the reasonable fees, costs and expenses incurred by NACC in connection with the underwriting, negotiation, documentation and closing of the Loan, including, without limita tion, the finder's fee due to NACC as may be agreed to by provided for in that certain Commitment Letter and Summary of Terms of Transaction, dated January 9, 1997, between the Purchaser (i) Borrower and NACC, and the fees fees, costs and expenses of the Mortgage Loan Sellers’ attorneys following: (i) title insurance, transfer taxes (if any), mortgage taxes and the reasonable fees and expenses of the Purchaser’s attorneys, recording fees; (ii) counsel and local counsel to the fees and expenses of Deloitte & Touche LLP, Borrower; (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates counsel and the filing fee of the Commission as in effect on the date on local counsel to NACC, which the Registration Statement was declared effective, shall be reasonable; (iv) the fees due diligence activities of NACC including, without limitation, auditors, lien searches, surveys, appraisals, environmental reports, engineering reports, insurance reviews and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, site inspections; (v) bank charges relating to the fees and expenses operation of the Trustee which shall include without limitation the fees Ground Rent Reserve Account, Debt Service Reserve Account, Lockbox Account, Capital Expenditure and expenses of the Trustee (FF&E Reserve Account, Tax and the fees and disbursements of its counsel) with respect to (A) legal and document review of this AgreementInsurance Account, the Pooling Cash Collateral Account and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Operating Account; (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus initial and the Prospectus Supplement, ongoing activity of any special servicer incurred as a result of an Event of Default; and (vii) the Rating Agencies (for the annual ratings reviews); (b) The Lender shall pay the initial and regular ongoing fees of the Servicer and the Trustee; (c) The Borrower has provided $400,000 to NACC for deposit in an interest bearing account(the "Expense Deposit") for the payment of the fees, --------------- costs and expenses payable pursuant to Section 7.1(a) of each Rating Agency (both initial this Agreement. If any portion of the Expense Deposit remains after payment of such fees, costs and ongoing)expenses, (viii) NACC shall pay such portion to the fees Borrower within 30 days after the closing of the Loan. The establishment of the Expense Deposit shall not limit the Borrower's obligations to pay the fees, costs and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to described in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically7.1(a).

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

Fees and Expenses. Subject The Sub-Adviser shall not be required to Section 17 hereofpay any expenses of the Funds other than those specifically allocated to the Sub-Adviser in this section 8. In particular, EMC (on its own behalf as but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Funds: organization and offering expenses of the Fund; fees payable to the Sub-Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to a Mortgage Loan Seller Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Administrator for maintaining each Fund's financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by a Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of registering and qualifying shares of a Fund for sale; freight, insurance and other charges in connection with the Trustee which shall include without limitation the fees and expenses shipment of the Trustee (and the fees and disbursements Funds' portfolio securities; brokerage commissions or other costs of its counsel) acquiring or disposing of any portfolio securities or other assets of a Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and a Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery or other office supplies; any litigation expenses; costs of shareholders' and other meetings and proxy solicitations; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund's business) of officers, trustees and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase employees of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Trust who are not interested persons of the Certificates. EMC Investment Manager; and travel expenses (on its own behalf as a Mortgage Loan Seller and on behalf or an appropriate portion thereof) of Master Funding) additionally agrees to pay directly to any third party on a timely basis officers or trustees of the fees provided for above which are charged by such third party and which are billed periodicallyTrust.

Fees and Expenses. Subject (a) Except as provided in Section 10(b), the Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to Section 17 hereofthe preparation and filing of the Registration Statement, EMC (on its own behalf as a Mortgage Loan Seller and any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of Master Funding) shall pay on the Closing Date of, used by, or such later date as may be agreed referred to by the Purchaser Company, and all amendments and supplements thereto, (iii) expenses incident to the issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the Mortgage Loan Sellers’ attorneys provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees Underwriters’ counsel in connection therewith and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with the preparation of any “blue sky” and legal investment matterssurvey of Blue Sky laws, (v) expenses incident to the fees printing and expenses delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Trustee which shall include without limitation the fees Registration Statement and expenses all amendments thereto and of the Trustee (Prospectus, each preliminary prospectus, and the fees all amendments and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalfsupplements thereto, (vi) the expenses for printing or otherwise reproducing fees and expenses, if any, incurred with respect to any applicable filing with the Certificates, the Prospectus and the Prospectus SupplementFinancial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of each Rating Agency (both initial any Underwritten Securities on the NYSE and ongoing), (viii) if applicable, the fees and expenses relating of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the preparation and recordation Company for the stated amount of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket its expenses incurred by the Purchaser in connection with the purchase transactions contemplated by the applicable Terms Agreement. (b) The Underwriters agree to reimburse the Company for $425,000 of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and sale of the Certificates. EMC Underwritten Securities at the Closing Time (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallydefined below).

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

Fees and Expenses. Subject All fees and expenses incident to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf the performance of Master Funding) shall pay on the Closing Date or such later date as may be agreed to compliance with this Exhibit A by the Purchaser Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) the all registration and filing fees (including, without limitation, fees and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and independent registered public accountants) (A) with respect to filings made with the reasonable SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Purchaser’s attorneysCompany in connection with the consummation of the transactions contemplated by this Exhibit A and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration), up to $10,000 for each registration. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (ii) including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase listing of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with Registrable Securities on any securities exchange as required hereunder. In no event shall the sale Company be responsible for any broker or similar commissions of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf any holder of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyRegistrable Securities.

Fees and Expenses. Subject The Subadviser shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Subadviser in this section 7. In particular, EMC but without limiting the generality of the foregoing, the Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Subadviser's overhead and on behalf employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Company's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund's financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund's business) of officers, directors and recordation employees of mortgage assignments the Company who are not interested persons of the Subadviser; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Company who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Subadviser to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Subject to Section 17 hereofOn any Payment Date, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) the Borrower shall pay from funds on deposit in the Closing Date or such later date as may be agreed Accounts that are available therefor in accordance with this Agreement, (i) to the Lenders on demand, all reasonable and documented out-of-pocket expenses and legal fees (excluding any allocated costs for in-house legal services), including any reasonable and documented costs associated with any audit of the Borrower requested by the Purchaser Administrative Agent, incurred by such party or its Affiliates in connection with this Agreement, or any instruments or agreements executed in connection herewith or therewith, provided that solely in the case of reimbursement of legal fees for the Lenders (iother than the Administrative Agent) the Borrower shall only be obligated to reimburse such Lenders for legal fees and expenses of one counsel for all such Lenders except that, if any such Lender reasonably determines that counsel for the Lenders has a conflict of interest, the Borrower shall pay the reasonable fees and disbursements of additional counsel selected by such Lender (in addition to any local counsel) separate from counsel for all Lenders in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, (ii) any annual governmental fees of the Borrower, (iii) the fees and expenses of the Mortgage Loan Sellers’ attorneys Custodian under the Custody Agreement and the reasonable fees Securities Intermediary under the Account Control Agreement and (iv) any other expenses of the Purchaser’s attorneysBorrower that the Collateral Manager has approved (which, for the avoidance of doubt, shall not include any fees or expenses payable to the Collateral Manager) including, but not limited to, assignment fees, legal fees, restructuring fees and outside advisor fees incurred in relation to the Assets. Notwithstanding the foregoing, (iii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee Borrower shall not be responsible for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket costs and expenses of the Lenders in connection with documenting the Transaction Documents that exceed, in the aggregate, $100,000 without the Administrative Agent obtaining the Borrower’s prior written consent and (ii) all of the costs and expenses incurred by the Purchaser in connection Lenders pursuant to this Section 13(d) shall be directly related to the Transaction Documents. This Section 13(d) shall not apply with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees respect to pay directly to Taxes other than any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyTaxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

Fees and Expenses. Subject (a) The Partnership shall bear all reasonable fees, costs and expenses incurred by the Partnership, the General Partner (in its capacity as such) or other Persons authorized by the General Partner to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay act on the Closing Date Partnership’s behalf relating to the activities and operations of the Partnership that are permitted to be incurred in accordance with this Agreement (“Expenses”), whether such costs and expenses were incurred prior to or such later date as may be agreed to by following the Purchaser Effective Date, including: (i) all costs and expenses incurred in connection with the formation of the Partnership; (ii) taxes of the Partnership, fees, costs and expenses of auditors, appraisers, counsel and other advisors of the Partnership, insurance costs of the Partnership and litigation costs and indemnity expenses of the Partnership, to the extent not allocated to one or more Partners pursuant to Section 9.5(a); (iii) administrative expenses related to the operation of the Partnership, including the fees and expenses of accountants, lawyers and other professionals incurred in connection with the Mortgage Loan Sellers’ attorneys Partnership’s annual audit, financial reporting, legal opinions and tax return preparation, as well as expenses associated with the reasonable fees distribution of reports and Capital Call Notices to the Partners and expenses associated with valuations of the Purchaser’s attorneysProperty and other Business Assets as required by this Agreement, (ii) including the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, any independent appraiser; (iv) interest expenses, brokerage commissions and other investment costs incurred by or on behalf of the Partnership; (v) costs of travel and travel-related expenses with respect to the business of the Partnership; provided, that the cost of airfare shall not exceed commercial fares and, for the avoidance of doubt, shall not include costs associated with first-class, private or chartered air travel; (vi) subject to Section 2.5(d), all taxes and license fees and expenses including counsel’s fees and expenses levied against the Partnership or its assets or operations; (vii) insurance costs incurred in connection with any “blue sky” and legal investment matters, (v) the fees and expenses operation of the Trustee which shall include without limitation the fees and expenses business of the Trustee (Partnership and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), Subsidiaries; and (viii) amounts to be contributed or advanced to any Subsidiary for the fees and expenses relating purpose of such entity paying any cost of the type described in the foregoing clauses (i) through (vii). (b) To the extent any Expenses are paid by the General Partner or other Persons (including the Asset Manager) authorized to act on the Partnership’s behalf by the General Partner, such Expenses shall be reimbursed by the Partnership (or one of its Subsidiaries, as appropriate). (c) In addition to the preparation and recordation of mortgage assignments foregoing, the Partnership (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereofits Subsidiaries, as applicable) shall bear as Expenses, and shall reimburse the case may be Partners for such Expenses, all reasonable third party legal and (ix) Mortgage File due diligence expenses costs and other out-of-pocket expenses incurred by the Purchaser Partners in connection with their investment in the purchase Partnership in each case prior to the Closing (including, for the avoidance of doubt, amounts payable by CTT or its Affiliates to certain potential investors in the Mortgage Loans Partnership). (d) Notwithstanding Section 2.5(a) and by Bear ▇▇▇▇▇▇▇ in connection with Section 2.5(b), the sale of General Partner and its Affiliates shall bear the Certificates. EMC (on its own behalf as a Mortgage Loan Seller costs and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged expenses incurred by such third party Persons in providing for their normal operating overhead, salaries of their employees, rent, utilities, expenses of office furniture, computers and which are billed periodicallyother office equipment and other expenses incurred in maintaining their place of business (collectively, “Administrative Expenses”), and neither the General Partner nor any of its Affiliates shall be entitled to reimbursement from the Partnership or any of its Subsidiaries for any Administrative Expenses.

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

Fees and Expenses. Subject The Sub-Advisor shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this section 6. In particular, EMC but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: Organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Sub-Advisor’s overhead and on behalf employee costs); fees payable to the Sub-Advisor and to any other Fund Advisors or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Trust’s officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund’s Administrator or any custodian, subcustodian, transfer agent, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees registering and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount qualifying shares of the Certificates Fund for sale; freight, insurance and the filing fee of 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 other charges in connection with any “blue sky” and legal investment matters, (v) the fees and expenses shipment of the Trustee which shall include without limitation the fees and expenses Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Trustee (and the fees and disbursements Fund, or of its counsel) entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders’ and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund’s business) of officers, trustees and recordation employees of mortgage assignments the Trust who are not interested persons of the Sub-Advisor; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or trustees of the Trust who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Sub-Advisor to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Trustees of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Trust with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or Advisors thereto.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company’s performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission expenses incurred by any Designated Holder which are not specifically payable by the Company as in effect on described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, the date on which the Registration Statement was declared effectivefollowing: underwriting fees, (iv) the fees discounts and expenses including counselexpenses, if any, applicable to any Designated Holder’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee except as otherwise provided herein); selling commissions or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear ▇▇▇▇▇▇▇ in connection with the sale of such Designated Holder’s Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller a) All fees and on behalf of Master Funding) expenses incurred in connection with the Transactions shall pay on the Closing Date or such later date as may be agreed to paid by the Purchaser party incurring such fees or expenses; provided, however, that in the event the Transactions are consummated, Spinco shall reimburse Weyerhaeuser, Weyerhaeuser Canada and Weyerhaeuser Saskatchewan for (i) the all fees and expenses (including fees and expenses of financial institutions, legal counsel, auditors and title companies) incurred in connection with the Mortgage Loan Sellers’ attorneys financing of the Transaction Debt, including the preparation of the New Debt Commitment Letter and the reasonable any other financing documents or other documents relating thereto (including any title reports, UCC searches and UCC filings) and roadshows, (ii) up to 50% of all fees and expenses (including fees and expenses of legal counsel, title companies and fees and expenses incurred with respect to efforts to obtain any Consents and Governmental Approvals) incurred in connection with the Purchaser’s attorneyssite separations set forth in Section 6.05 of the Contribution and Distribution Agreement, and (iiiii) the up to an amount of $28,000,000 of all fees and expenses (including fees and expenses of Deloitte & Touche LLPinvestment bankers, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates legal counsel, auditors and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the environmental consultants and fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) incurred with respect to (Aefforts to obtain any Consents or Governmental Approvals) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase Transactions. This Section 6.11 does not relate to Transfer Taxes, which are the subject of Section 2.03 of the Mortgage Loans Tax Sharing Agreement. (b) Following the Closing, each of Weyerhaeuser and Spinco shall each be responsible for 50% of the capital expenditures and one-time start-up expenses incurred by Bear ▇▇▇▇▇▇▇ either party in connection with the sale actions required to separate the facilities of Spinco and Weyerhaeuser as disclosed in Section 9.03 of the CertificatesWeyerhaeuser Disclosure Letter under the heading “Site Services Agreements” (the “Site Separation Costs”). EMC (Prior to the Closing, Weyerhaeuser and Domtar shall agree on its own behalf as a Mortgage Loan Seller the procedures to be followed by Weyerhaeuser and on behalf Spinco to determine the amount of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided and methods of reimbursement for above which are charged by such third party and which are billed periodicallySite Separation Costs.

Fees and Expenses. Subject The Subadviser shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Subadviser in this section 7. In particular, EMC but without limiting the generality of the foregoing, the Subadviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Subadviser's overhead and on behalf employee costs); fees payable to the Subadviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Company's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund's financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund's business) of officers, directors and recordation employees of mortgage assignments the Company who are not interested persons of the Investment Manager; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or directors of the Company who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Investment Manager to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Directors of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

Fees and Expenses. Subject The Guarantor covenants and agrees with the several Underwriters that the Guarantor will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Guarantor's counsel and accountants in connection with the registration of the Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debt Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Pricing Agreement, any Blue Sky Survey and any Legal Investment Memoranda; (iii) all reasonable expenses in connection with the qualification of the Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debt Securities for offering and sale under state securities and insurance securities laws as provided in Section 5(b) hereof, including the reasonable fees and expenses disbursements of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee counsel for the use of Purchaser’s Registration Statement based on Underwriters in connection with such qualification and in connection with the aggregate original principal amount of the Certificates Blue Sky and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, Legal Investment surveys; (iv) the filing fees and expenses including counsel’s fees and expenses in connection with incident to securing any “blue sky” and legal investment mattersrequired review by the National Association of Securities Dealers, Inc.; (v) any fees charged by securities rating services for rating the fees Preferred Securities and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, Subordinated Debt Securities; (vi) the expenses for printing or otherwise reproducing cost of preparing the Certificates, the Prospectus and the Prospectus Supplement, Preferred Securities; (vii) the fees and expenses of each Rating Agency (both initial the Debt Trustee, including the fees and ongoing), disbursements of counsel for the Debt Trustee in connection with the Indenture and the Subordinated Debt Securities; (viii) the fees and expenses relating to of the preparation Property Trustee, and recordation the Guarantee Trustee, including the fees and disbursements of mortgage assignments (including intervening assignments, if any counsel for the Property Trustee in connection with the Declaration and if available, to evidence a complete chain the Certificate of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be Trust; and (ix) Mortgage File due diligence all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided in this Section. It is understood, however, that, except as provided in this Section, Section 8 and other out-of-pocket expenses incurred by Section 11 hereof, the Purchaser in connection with the purchase Underwriters will pay all of the Mortgage Loans their own costs and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis expenses, including the fees provided for above which are charged by such third party and which are billed periodically.of their counsel, transfer taxes on resale

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

Fees and Expenses. Subject Each Lien Grantor will forthwith upon demand pay to Section 17 hereof, EMC the Collateral Agent: (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (ia) the fees and expenses amount of any taxes that the Collateral Agent may have been required to pay by reason of the Mortgage Loan Sellers’ attorneys Transaction Liens or to free any Collateral from any other Lien thereon, (b) the amount of any and the all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses Collateral Agent may incur in connection with any “blue sky” and legal investment matters, (vi) the fees and expenses administration or enforcement of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this AgreementSecurity Documents, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other such reasonable out-of-pocket expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (ii) the collection, sale or other disposition of any Collateral or (iii) the exercise by the Purchaser Collateral Agent of any of its rights or powers under the Security Documents; (c) the amount of any fees that any Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement and (d) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and out-of-pocket expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with the purchase Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Agent's gross negligence or wilful misconduct or a breach of any duty that the Mortgage Loans Collateral Agent has under this Agreement (after giving effect to Section 16 and by Bear ▇▇▇▇▇▇▇ Section 17). Any such amount not paid to the Collateral Agent as soon as practicable will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the highest rate applicable to the base rate loans under the Credit Agreements. If any transfer tax, documentary stamp tax, withholding tax or other tax is payable in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees transfer or other transaction provided for above which are charged in the Security Documents, the Lien Grantors will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by such third party and which are billed periodicallylaw.

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

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

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

Fees and Expenses. Subject The Company will pay all expenses incident to Section 17 hereofthe performance of its obligations under this Agreement and the Pricing Agreement, EMC including but not limited to (on its own behalf A) any filing fees and other expenses incurred in connection with qualification of the Offered Securities for sale under the state securities or “blue sky” laws of such jurisdictions in the United States as a Mortgage Loan Seller the Representatives reasonably request (including those reasonable fees and on behalf disbursements of Master Fundingcounsel to the Underwriters incurred in connection with such qualifications) shall pay on and the Closing Date or such later date as may be agreed preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Purchaser (i) the fees and expenses National Association of Securities Dealers, Inc. of the Mortgage Loan Sellers’ attorneys Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Purchaser’s attorneysUnderwriters relating to such review), (iiC) the Company’s costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company including the chartering of airplanes, (D) fees and expenses of Deloitte & Touche LLPincident to listing the Offered Securities on the New York Stock Exchange, (iiiE) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersthe registration of the Offered Securities under the Exchange Act, (vF) the fees and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and (G) for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition to the foregoing, the Company will pay the Representatives of behalf of the Trustee which shall include without limitation Underwriters on the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the First Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other Date reasonable out-of-pocket expenses incurred by the Purchaser in connection with Underwriters (up to an aggregate amount of $750,000, exclusive of Value Added Tax or similar taxes, if such tax or taxes are applicable). In addition, the purchase Company will also pay the fees and expenses of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyQualified Independent Underwriter.

Fees and Expenses. Subject Borrower agrees to Section 17 hereofpay when due (a) a modification fee of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), EMC which shall be due and payable upon the Effective Date (on its own behalf as defined below), and shall be a condition to the closing of the Loan under this Loan Agreement, (b) a non-refundable Loan Facility Fee to Lender of thirty-five hundredths of one percent (0.35%) of the committed amount of the Loan each calendar year during the term (or extended term if permitted by Lender) of the Loan, payable at Recordation of the first Mortgage Loan Seller and on behalf of Master Funding) shall pay annually thereafter on the Closing Date or such later date as may be agreed anniversary thereof, (c) fees of Lender’s Inspector, (d) cost review expenses of Lender of up to by FIVE THOUSAND DOLLARS ($5,000.00) for each requested update and/or change to the Purchaser Construction Cost Breakdowns, (ie) the reasonable attorneys’ fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the PurchaserLender’s attorneyscounsel, (iif) the fees actual title insurance and expenses of Deloitte & Touche LLPexamination charges, (iiig) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effectiveactual survey costs, (ivh) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment mattersactual hazard insurance premiums, (vi) the fees actual filing and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementrecording fees, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (Cj) review of the Mortgage Loans other reasonable expenses payable to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses third parties incurred by the Purchaser Lender in connection with the purchase consummation of the Mortgage Loans transactions contemplated by this Loan Agreement, the exercise of Lender’s rights under this Loan Agreement and the other Loan Instruments, and the verification of the performance and satisfaction of all obligations of Borrower, General Partner, Managing Member (and any constituent entities or individuals thereof) and Guarantor under this Loan Agreement and the other Loan Instruments, including all renewals, extensions and modifications thereof. In the event it becomes necessary for Lender to utilize legal counsel for the enforcement of the Loan Instruments or any of their terms, if successful in such enforcement by Bear ▇▇▇▇▇▇▇ legal proceedings or otherwise, Lender shall be reimbursed immediately by Borrower for reasonably incurred attorneys’ fees (including fees for Lender’s in-house attorneys) and other costs and expenses. Borrower shall also immediately reimburse Lender for all attorneys’ fees and costs reasonably incurred in connection with the sale representation of Lender in any bankruptcy, insolvency, reorganization or other debtor-relief or similar proceeding of or relating to Borrower, any General Partner, Managing Member or Guarantor(s), the Property, or any other property which secures the obligations of any of the CertificatesLoan Instruments. EMC (on its own behalf All amounts due under this Section shall bear interest from the date of expenditure until paid at the rate specified in the Note and are collectively referred to as a Mortgage Loan Seller “Lender Costs”. All facility fees payable to Lender hereunder shall be deemed earned when due and on behalf of Master Funding) additionally agrees are non-refundable to pay directly Borrower. All such fees shall be retained by Lender and shall not be applied to any third party on a timely basis payments of principal or interest due from Borrower under the fees provided for above which are charged by such third party and which are billed periodicallyLoan Instruments.

Fees and Expenses. Subject to Section 17 hereof(a) Except as provided below, EMC all fees and expenses (on its own behalf as a Mortgage Loan Seller including any broker's or finder's fees and on behalf the expenses of Master Fundingrepresentatives and counsel) incurred in connection with the Transactions shall pay on the Closing Date or such later date as may be agreed to paid by the Purchaser party incurring such fees or expenses, whether or not the Transactions are consummated. (b) Ashland and Marathon shall share equally (i) fees and expenses of Morgan Joseph & Co., Inc. in connection with its appraisal of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ss and the VIOC Centers, (ii) fees and expenses of D&T for purposes of allocating the value of MAP to its assets in anticipation of the MAP Partial Redemption and for use by Marathon for GAAP reporting purposes, (iii) fees and expenses of Patton Boggs LLP in connection with obtaining the consent from the ▇▇▇▇▇t▇▇▇▇ of Transportation with respect to the transfer of Ashland's interest in LOOP LLC, as required by the permit issued by the Department of Transportation relating to LOOP LLC, (iv) fees and expenses incurred in connection with filing, printing and mailing of the Proxy Statement and the Forms S-4, including the SEC filing fees associated with the Proxy Statement, the Marathon Form S-4 and the Ashland Form S-4; provided, however, that each of Ashland and Marathon shall pay the fees and expenses of their respective counsel and independent auditors in connection with the Mortgage Loan Sellers’ attorneys preparation and the reasonable filing of such documents and (v) fees and expenses of one firm engaged by Ashland, and reasonably acceptable to Marathon, with respect to the Purchaser’s attorneyssolicitation of proxies in connection with the Ashland Shareholders Meeting. Except as set forth in Section 9.03(d)(i), (ii) Marathon shall pay the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses AAA in connection with any “blue sky” the Initial AAA Opinions and legal investment matters, (v) the Bring-Down AAA Opinions and Ashland shall pay the fees and expenses of HLHZ in connection with the Trustee which Initial HLHZ Opinion and the Bring-Down HLHZ Opinion. Marathon shall include without limitation pay the fees (other than any guarantee fee payable after Closing pursuant to the Reimbursement Agreement) and expenses of relating to the Trustee (and HoldCo Borrowing. Merger Sub shall pay any guarantee fee payable after Closing pursuant to the fees and disbursements of its counsel) with respect to (A) legal and document review of this Reimbursement Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) . Ashland shall pay the fees and expenses relating to obtaining the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel consents referred to in Section 6(a10.02(c) hereof, as the case may be (Specified Consents). Costs and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase arrangements described in Section 9.02(e) of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ Put/Call Agreement, if applicable, shall be allocated in connection accordance with such section. (c) Ashland shall pay to Marathon a fee of $30,000,000 (the sale of the Certificates. EMC "Termination Fee") if: (on its own behalf as i) Marathon terminates this Agreement pursuant to Section 11.01(d); (ii) Ashland terminates this Agreement pursuant to Section 11.01(f); or (iii) any person makes a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Competing Ashland Proposal that was publicly disclosed prior to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.the

Fees and Expenses. Subject The Sub-Advisor shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this Section 17 hereof8. In particular, EMC (on its own behalf as a Mortgage Loan Seller but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: organization and on behalf offering expenses of Master Funding) shall pay on the Closing Date Fund; fees payable to the Sub-Advisor and to any other Fund advisors or such later date as may be agreed consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to by the Purchaser (i) Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the administrator for maintaining the Fund’s financial books and the reasonable fees records and calculating daily net asset values; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal the Fund; expenses of printing and document review distributing Prospectuses, Statements of this AgreementAdditional Information, the Pooling reports, notices and Servicing Agreement, the Certificates dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ 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 other meetings; and the Prospectus Supplement, compensation and all expenses (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund’s business) of officers, trustees and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase employees of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyTrust.

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

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

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

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

Fees and Expenses. Subject The Sub-Adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Sub-Adviser in this Section 17 hereof8. In particular, EMC (on its own behalf as a Mortgage Loan Seller but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Funds: organization and on behalf offering expenses of Master Funding) shall pay on the Closing Date Funds; fees payable to the Sub-Adviser and to any other Fund advisers or such later date as may be agreed consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to by the Purchaser (i) Funds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Administrator for maintaining the Funds' financial books and the reasonable fees records and calculating daily net asset values; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Funds; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Funds for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Funds' portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to (A) legal the Funds; expenses of printing and document review distributing Prospectuses, Statements of this AgreementAdditional Information, the Pooling reports, notices and Servicing Agreement, the Certificates dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' 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 other meetings; and the Prospectus Supplement, compensation and all expenses (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Funds' business) of officers, directors and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase employees of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallyCompany.

Fees and Expenses. Subject All expenses incident to Section 17 hereofthe Company's performance of or compliance with this Agreement including, EMC (on its own behalf as a Mortgage Loan Seller without limitation, all registration and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to filing fees payable by the Purchaser (i) the Company, fees and expenses of compliance by the Mortgage Loan Sellers’ attorneys Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company's employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Purchaser’s attorneys, Designated Holders of a majority (iiby number of shares) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and the filing fee any of the Commission as in effect on expenses incurred by any Designated Holder which are not payable by the date on which the Registration Statement was declared effectiveCompany, (iv) the fees such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses including counsel’s fees and expenses in connection with expenses, if any, applicable to any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the Designated Holder's Registrable Securities; fees and disbursements of its counsel) counsel or other professionals that any Designated Holder may choose to retain in connection with respect a Registration Statement filed pursuant to this Agreement (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee except as otherwise provided herein); selling commissions or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating stock transfer taxes applicable to the preparation and recordation Registrable Securities registered on behalf of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and Designated Holder; any other out-of-pocket expenses incurred by the Purchaser or on behalf of such Designated Holder in connection with the purchase of the Mortgage Loans offer and by Bear ▇▇▇▇▇▇▇ in connection with the sale of such Designated Holder's Registrable Securities other than expenses which the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Company is expressly obligated to pay directly pursuant to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallythis Agreement.

Fees and Expenses. Subject The Bank will charge such fees for its services and be reimbursed for such of its expenses pursuant to Section 17 hereofthis Agreement as are set forth on Exhibit J, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the which fees and expenses of the Mortgage Loan Sellers’ attorneys must be reasonable and the reasonable customary and which fees and expenses of the Purchaser’s are not to include any attorneys, (ii) the ’ or other professionals’ fees and expenses. The Company shall pay such fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s other than any fees and expenses in connection with any “blue sky” and legal investment mattersthe Private Owner Pledged Account, (v) the which such fees and expenses will be the responsibility of the Trustee which shall include without limitation the fees and expenses Private Owner. In furtherance of the Trustee (foregoing, if and to the extent that any fees or expenses in connection with the Private Owner Pledged Account are paid pursuant to Section 5.1(b) instead of being separately paid by the Private Owner, the Paying Agent is to notify the Initial Member and the Private Owner of such payment and the Private Owner forthwith is to make a deposit (from its own funds) into the Collection Account of an amount equal to the amount of such fees or expenses, and disbursements to the extent that the Private Owner fails to make such payment in full by the end of its counselthe month following receipt of such notice by the Initial Member, at the direction of the Initial Member, the Paying Agent is to deposit into the Collection Account on each succeeding Distribution Date an amount equal to any such outstanding deposit obligation of the Private Owner (after giving effect to any prior deposits into the Collection Account pursuant to this Section 8.1) with respect (as specified by the Initial Member to the Paying Agent) by deducting such deposit amount from the amounts that otherwise would have been distributed to the Private Owner (Aincluding as Manager) legal and document review pursuant to Section 5.1(b). Upon the resignation or removal of the Bank as Custodian or Paying Agent or the termination or assignment (“Termination”) of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the all fees and expenses as described in this Section 8.1 also will terminate as of each Rating Agency (both initial and ongoing)the date of Termination; provided, (viii) however, that the Bank will be entitled to receive fees and expenses relating accruing prior to the preparation date of Termination. Nothing in this Section 8.1 is to be construed to limit in any way the right of the Bank, in its respective capacities as Custodian and recordation of mortgage assignments (including intervening assignments, if any and if availablePaying Agent, to evidence a complete chain of title receive indemnification and reimbursement from the originator to Company and the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereofPrivate Owner, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees applicable, pursuant to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallySection 13.1.

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

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

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

Fees and Expenses. Subject 12.1 The Bank is entitled to Section 17 hereofreceive a handling fee in an amount to be determined by the Bank in respect of the periodical review to be carried out by the Bank so long as the Facilities are continuing. In addition, EMC (on the Bank may, at the request of the Borrower and at its own behalf as absolute discretion grant certain temporary facilities to the Borrower, but subject to a Mortgage Loan Seller and on behalf handling fee in an amount to be determined by the Bank. The Bank is hereby authorised to debit the above handling fees from any of Master Funding) the accounts of the Borrower with the Bank. 12.2 The Borrower shall pay to the Bank on demand the Closing Date or such later date as may be agreed to by the Purchaser (i) the commissions, fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser charges in connection with the purchase Facilities and/or Services (including insurance cover) at the rates and in the amount and manner stipulated by the Bank from time to time. Schedules of fees and charges are published by the Mortgage Loans Bank and will be made available to the Borrower upon request. The Borrower shall indemnify against the Bank for all reasonable costs and expenses (including but not limited to fees of debt collection agents, legal and other professional advisers, stamp duty, travel, communications and other expenses and charges on a full indemnity basis) reasonably incurred by Bear ▇▇▇▇▇▇▇ the Bank, in connection with the sale preparation and negotiation of the Certificates. EMC Agreement and all relevant security documents (on its own behalf as a Mortgage Loan Seller if any), and on behalf with the performance, perfection, enforcement or preservation of Master Funding) additionally agrees to pay directly to rights under the Agreement and/or any security provided by the Borrower or any third party in respect of the Borrower's obligations to the Bank from time to time. 12.3 In the event of any prepayment of the Facilities or where any advances under the Facilities are requested for but not made, the Borrower shall on demand fully reimburse and indemnify the Bank for the reasonable costs incurred by the Bank as a timely basis result of the fees provided prepayment. Such costs include all costs, losses, liabilities and expenses reasonably incurred or suffered by the Bank in canceling, terminating and unwinding any arrangements previously effected by the Bank to secure funding of the Facilities concerned. 12.4 The costs and expenses are payable by the Borrower notwithstanding that the Borrower's applications for above which the Facilities are charged by such third party and which not accepted or the Facilities are billed periodicallycancelled, modified or withdrawn at any time before completion of the relevant transaction.

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

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

Fees and Expenses. Subject The Investment Adviser shall not be required to Section 17 hereofpay any expenses of the Funds other than those specifically allocated to the Investment Adviser in this Agreement. In particular, EMC but without limiting the generality of the foregoing, the Investment Adviser shall not be responsible for the following expenses of the Funds: organization and certain offering expenses of the Funds (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Investment Adviser's overhead and on behalf employee costs); fees payable to the Investment Adviser and to any other of Master Funding) shall pay on the Closing Date Funds' advisers or such later date as may be agreed consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to by the Purchaser (i) Funds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys and Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the reasonable fees and Funds; expenses of establishing or implementing the Purchaser’s attorneysFunds' compliance program; payments to the Administrator for maintaining the Funds' financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, (ii) the fees accountants, bankers and other specialists, if any; expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Funds; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Funds for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Funds' portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Funds; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery or other office supplies; any litigation expenses; costs of shareholders' and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Funds' businesses) of officers, Trustees and recordation employees of mortgage assignments the Trust who are not interested persons of the Investment Adviser; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or Trustees of the Trust who are officers, trustees or employees of the Investment Adviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Funds, or any committees thereof or advisers thereto. Notwithstanding anything herein to the contrary, the Investment Adviser may, if any and if available, to evidence a complete chain requested: provide the services of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion one of Counsel referred to in Section 6(a) hereof, its officers as the case Chief Compliance Officer of the Funds provided that the Investment Adviser may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by compensated and/or reimbursed for the Purchaser in connection with cost of providing the purchase services of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Chief Compliance Officer of the Certificates. EMC (on its own behalf Funds and any compliance staff from time to time as agreed to between the Investment Adviser and the Trust pursuant to a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallysupport services or similar agreement.

Fees and Expenses. Subject The Sub-Adviser shall not be required to Section 17 hereofpay any expenses of the Fund other than those specifically allocated to the Sub-Adviser in this section 6. In particular, EMC but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and certain offering expenses of the Fund (on its own behalf as a Mortgage Loan Seller including out-of-pocket expenses, but not including the Sub-Adviser’s overhead and on behalf employee costs); fees payable to the Sub-Adviser and to any other Fund advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of Master Funding) shall pay on insurance relating to fidelity coverage for the Closing Date or such later date as may be agreed to by the Purchaser (i) the Trust’s officers and employees; fees and expenses of the Mortgage Loan Sellers’ attorneys Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Administrator for maintaining the Fund’s financial books and the reasonable fees records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and preparing share certificates; other expenses in connection with any “blue sky” the issuance, offering, distribution or sale of securities issued by the Fund; expenses relating to investor and legal investment matters, (v) the fees and public relations; expenses of the Trustee which shall include without limitation the fees registering and expenses qualifying shares of the Trustee (Fund for sale; freight, insurance and other charges in connection with the fees and disbursements shipment of its counsel) the Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and Fund; expenses of each Rating Agency printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; the compensation and all expenses (both initial and ongoing), (viii) the fees and specifically including travel expenses relating to the preparation Fund’s business) of officers, trustees and recordation employees of mortgage assignments the Trust who are not interested persons of the Sub-Adviser; and travel expenses (including intervening assignmentsor an appropriate portion thereof) of officers or trustees of the Trust who are officers, if any and if available, to evidence a complete chain directors or employees of title from the originator Sub-Adviser to the Trustee) from the Mortgage Loan Seller extent that such expenses relate to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase attendance at meetings of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale Board of Trustees of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees Trust with respect to pay directly to matters concerning the Fund, or any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodicallycommittees thereof or advisers thereto.

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

Fees and Expenses. Subject The Company covenants and agrees with the Agent that the Company will pay or cause to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on be paid the Closing Date or such later date as may be agreed to by the Purchaser following: (i) the fees fees, disbursements and expenses of the Mortgage Loan Sellers’ attorneys Company’s counsel and accountants in connection with the issuance of the Securities, 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, the Prospectus, any Preliminary Prospectus or the Disclosure Package, prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable) and all printing costs associated therewith, and the mailing and delivering of copies thereof to the Agent; (ii) the reasonable fees, disbursements and expenses of counsel for the Agent in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and under any Terms Agreement and the transactions contemplated hereunder and under any Terms Agreement; (iii) the cost of printing, producing or reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilation thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including the fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) all filing fees and the reasonable fees and expenses disbursements of your counsel incurred in connection with any review and qualification of the Purchaser’s attorneysoffering of the Securities by the Financial Industry Regulatory Authority, Inc., (iivii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s all fees and expenses in connection with the preparation and filing of any “blue sky” registration statement on Form 8-A relating to any Securities and legal investment mattersall costs and expenses incident to listing the Securities on any national securities exchanges and foreign stock exchanges, the cost of preparing the Securities; (vviii) the fees and expenses disbursements of the Trustee which shall include without limitation the fees and expenses of the Trustee (any trustee, transfer agent, registrar or depositary, and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreementcounsel for any trustee, the Pooling and Servicing Agreementtransfer agent, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee registrar or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser depositary in connection with the Securities; (ix) any advertising expenses connected with the solicitation of offers to purchase of the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of Securities so long as such advertising expenses have been approved by the Certificates. EMC Company; (on x) all costs and expenses related to the transfer and delivery of the Securities to you, including any transfer or other taxes payable thereon and (xi) all other costs and expenses incident to the performance of its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees obligations hereunder which are not otherwise specifically provided for above which are charged by such third party in this Section. Except as provided in Sections 7 and which are billed periodically8 hereof, the Agent shall pay all other expenses it incurs.

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

Fees and Expenses. Subject The Company covenants and agrees with the Global Coordinator to Section 17 hereofpay, EMC in addition to its other obligations hereunder, the following: (a) all expenses in connection with the preparation, printing and filing of the Offering Circular, listing publications and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (b) the costs and expenses of the Global Coordinator in connection with the preparation of materials for "road show" presentations to be made to existing shareholders and prospective investors (including, without limitation, costs for one accompanying banker and one sales representative of the Global Coordinator); (c) such expenses and listing fees as required in connection with the listing of the Offered Shares on the SWX and the admittance of the Preemptive Rights to trading at the SWX; (d) the documented out-of-pocket expenses reasonably incurred by the Global Coordinator in connection with the transaction contemplated by this Agreement; (e) the fees and disbursements of the international legal counsel up to USD 700,000 (including advice in connection with the Credit Facility, but not including advice and fees for security arrangements in connection with such Credit Facility, which, to the extent such advice and fees result in USD 700,000 being exceeded, shall be paid by the Company upon being provided with appropriate documentation thereof) and Swiss legal counsel up to USD 100,000 of the Global Coordinator in connection with the Offering, the Credit Facility and the security arrangements thereunder; (f) the fees and expenses of its own behalf as a Mortgage Loan Seller outside legal counsel, including without limitation patent counsel to the Company, financial and on behalf of Master Funding) shall pay on other advisors in connection with the Closing Date or such later date as may be agreed to by the Purchaser transactions contemplated herein; (ig) the fees and expenses of the Mortgage Loan Sellers’ attorneys and Company's independent accountants for services rendered in connection with the reasonable fees and expenses of the Purchaser’s attorneys, transactions contemplated hereby; (iih) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees costs and expenses in connection with any “blue sky” the statement and/or recommendation to be obtained by the relevant takeover authorities; and (i) all other costs and legal investment matters, (v) expenses incident to the performance of its obligations hereunder. Such fees and expenses shall be payable upon request of the Trustee which shall include without limitation Global Coordinator as invoiced in accordance with the Mandate Agreement. The Global Coordinator is authorized to set off the total amount of such fees and expenses established at that time from the Company's net proceeds (provided that it has agreed in writing with the Company in advance the amount of the Trustee (such set offs) and the fees payable to InCentive pursuant to Section 10.4 and disbursements invoice the remaining amounts to the Company at a later time. All payments by the Company under this Agreement will be made without set-off or counterclaim, and free and clear of its counsel) with respect to (A) legal and document review without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges 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 whatever nature. If any such deduction or withholding is required by law in any jurisdiction to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser made in connection with any such payment, the purchase Company will increase the amount paid so that the full amount of such payment is received by the Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Certificates. EMC (on its own behalf payee 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 if no such third party and which are billed periodicallydeduction or withholding had been made.