Payment of Costs, Fees and Expenses. The applicable Collateral Pool Borrower shall pay, on demand, all reasonable third-party out-of-pocket fees, costs, charges or expenses (including the reasonable fees and expenses of attorneys, accountants and other experts) incurred by Fannie Mae in connection with:
(a) Any amendment, consent, review or waiver to or requested under this Agreement or any of the Loan Documents and the Guaranty (whether or not any such amendments, consents or waivers are entered into) for such Collateral Pool.
(b) Defending or participating in any litigation arising from actions by third parties and brought against or involving Fannie Mae with respect to (i) any Mortgaged Property in such Collateral Pool, (ii) any event, act, condition or circumstance in connection with any Mortgaged Property in such Collateral Pool, or (iii) the relationship between Fannie Mae and such Borrower and Guarantor in connection with this Agreement or any of the transactions contemplated by this Agreement.
(c) The administration or enforcement of, or preservation of rights or remedies under, this Agreement or any other Loan Documents and the Guaranty or in connection with the foreclosure upon, sale of or other disposition of any Collateral granted pursuant to the Loan Documents and the Guaranty. The applicable Collateral Pool Borrower shall also pay, on demand, any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution, delivery, filing, recordation, performance or enforcement of any of the Loan Documents and the Guaranty or the Loans. However, such Borrower will not be obligated to pay any franchise, excise, estate, inheritance, income, excess profits or similar tax on Fannie Mae. Any attorneys’ fees and expenses payable by such Borrower pursuant to this Section 13.03 shall be recoverable separately from and in addition to any other amount included in such judgment, and such obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment. Any amounts payable by Borrower pursuant to this Section 13.03, with interest thereon if not paid when due, shall become additional Indebtedness of such Borrower secured by the Loan Documents evidencing the Loan secured by Borrower’s Mortgaged Property. Such amounts shall bear interest from the date such amounts are due until paid in full at the weighted average, as determined by Fannie Mae, of the interest rates in effect f...
Payment of Costs, Fees and Expenses. (a) The Company shall pay on demand any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (A) the enforcement, defense or preservation of any rights in respect of any of this Agreement or any other Transaction Agreements, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of any transaction participant or any Affiliate (other than WII or Westcorp) thereof) relating to any of the Transaction Agreements and this Agreement, any party to any of the Transaction Agreements and this Agreement, or the transaction, (B) any amendment, waiver or other action with respect to, or related to, any Transaction Agreements and this Agreement whether or not executed or completed or (C) any review or approval by Financial Security in connection with the delivery of any additional or substitute collateral under any of the Transaction Agreements and this Agreement. In addition, the Company shall reimburse Financial Security for its expenses, including, without limitation, legal fees and disbursements, incurred in connection with the preparation of this Agreement and the Transaction Agreements and the consummation of the initial transactions contemplated hereby and thereby, it being understood that the Company's obligation to reimburse Financial Security pursuant to this sentence shall be limited in the aggregate to the dollar amount set forth in the letter agreement between the Company and Financial Security referred to in the definition of "Premium" set forth herein, plus rating agency fees, to the extent paid by Financial Security.
(b) WFS shall pay on demand any and all charges, fees, costs and expenses not paid by the Company which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (A) the enforcement, defense or preservation of any rights in respect of this Agreement or any other Transaction Agreements, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of any transaction participant or any Affiliate (other than Westcorp) thereof) relating to this Agreement or any other Transaction Agreements, any party to any of the Transaction Agreements and this Agreement, or the transaction, (B) any ...
Payment of Costs, Fees and Expenses. All accrued and unpaid fees and expenses of the Administrative Agent in connection with this Amendment including, without limitation, the unpaid fees and expenses of counsel to the Administrative Agent (including United States and local counsel in foreign jurisdictions) shall have been paid.
Payment of Costs, Fees and Expenses. In addition to the payments specified in this Loan Agreement, Borrower shall pay, on demand, all of Lender’s out-of-pocket fees, costs, charges or expenses (including the reasonable fees and expenses of attorneys, accountants, and other experts) incurred by Lender in connection with:
(1) any amendment to, or consent, or waiver required under this Loan Agreement or any of the Loan Documents (whether or not any such amendments, consents, or waivers are entered into);
(2) defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:
(A) the Mortgaged Property;
(B) any event, act, condition, or circumstance in connection with the Mortgaged Property; or
(C) the relationship between Lender, Borrower, Key Principal and Guarantor in connection with this Loan Agreement or any of the transactions contemplated by this Loan Agreement;
(3) the administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted pursuant to the Loan Documents;
(4) any Bankruptcy Event or Guarantor Bankruptcy Event;
(5) any disclosure documents, including fees payable to any rating agencies, including the reasonable fees and expenses of Lender’s attorneys and accountants.
Payment of Costs, Fees and Expenses. In addition to the Sponsor’s other obligations set forth in this Article III and in the other Sponsor Documents, the Sponsor shall pay, upon written demand, to Fxxxxxx Mac (from the sources and in the priority established in accordance with the provisions of this Agreement and Section 4.03 of the Series Certificate Agreement) all of the following:
(a) all fees, costs, charges and expenses (including the reasonable fees and expenses of attorneys, and the fees and expenses of accountants and other experts) incurred by Fxxxxxx Mac in connection with, or related to, the execution and delivery of the Series Certificate Agreement, the deposit of the Deposited Assets with the Administrator, the deposit of the Custodian-Held Bonds under the Custody Agreement, the issuance of the Custodial Receipts, the sale of the Class A Certificates, and the preparation and review of the Sponsor Documents and all other documents related to the transactions contemplated by the Sponsor Documents, and the consummation of the transactions contemplated hereby and thereby and any tax or governmental charge imposed in connection with the execution and delivery of the Series Certificate Agreement;
(b) any and all fees, costs, charges and expenses incurred by Fxxxxxx Mac (including the reasonable fees and expenses of attorneys, and the fees and expenses of accountants and other experts) in connection with (i) any amendments, consents or waivers to this Agreement, the Sponsor Documents and any other documents related to the transactions contemplated by the Sponsor Documents (whether or not any such amendments, consents or waivers are entered into), (ii) any requests by the Sponsor for Fxxxxxx Mac to consider providing credit enhancement for any other certificate issue, (iii) any proposed Hedge arrangement or proposed investments under the Series Certificate Agreement, (iv) any adjustment or conversion of the interest rate on the Class A Certificates, (v) any tender, purchase, refunding, reoffering or remarketing of the Bonds, the Custodial Receipts or the Certificates, (vi) any collection, disbursement or application of insurance or condemnation awards, proceeds, damages or other payments including, without limitation, all costs incurred in connection with the application of insurance or condemnation awards to restore or repair the Mortgaged Property, including, reasonable appraiser fees, (vii) the transfer, assignment and re-registration of the Bonds or the Custodial Receipts to Fxxxxxx ...
Payment of Costs, Fees and Expenses. Lender, in its reasonable discretion, may disburse any or all proceeds of Loans made to Borrower pursuant to this Loan Agreement or the Other Agreements to pay any costs, fees, expenses or other amounts required to be paid by Borrower hereunder and not timely paid, or to pay any Person as Lender reasonably deems necessary to insure that the security interest and lien granted to Lender in the Collateral shall at all times be a first priority, perfected security interest and lien, subject to any Permitted Liens. All monies so disbursed by Lender shall be part of the Liabilities, secured by the Collateral and payable by Borrower to Lender on demand.
Payment of Costs, Fees and Expenses. Agent may disburse any or all proceeds of Loans made to Borrower pursuant to this Loan Agreement or the Other Agreements to pay any costs, fees, expenses or other amounts required to be paid by Borrower hereunder which are then due and owing, or to pay any Person as Lender deems necessary to insure that the Lien granted to Agent in the Collateral shall at all times be a first priority, subject only to Permitted Liens. All monies so disbursed by Agent shall be part of the Liabilities, secured by the Collateral and payable by Borrower to Agent and Lenders on demand.
Payment of Costs, Fees and Expenses. In addition to the payments specified in this Loan Agreement, Borrower shall pay, on demand, all of Lender’s out-of-pocket fees, costs, charges or expenses (including the reasonable fees and expenses of attorneys, accountants, and other experts) incurred by Lender in connection with:
Payment of Costs, Fees and Expenses. The Borrower shall pay, on demand, all reasonable fees, costs, charges or expenses (including the fees and expenses of attorneys, accountants and other experts) incurred by the Lender in connection with:
Payment of Costs, Fees and Expenses. (a) The Company shall pay on demand any and all charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (A) the enforcement, defense or preservation of any rights in respect of any of this Agreement or any other Transaction Agreements, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of any transaction participant or any Affiliate (other than WII or Westcorp) thereof) relating to any of the Transaction Agreements and this Agreement, any party to any of the Transaction Agreements and this Agreement, or the transaction, (B) any amendment, waiver or other action with respect to, or related to, any Transaction
