Common use of Costs Clause in Contracts

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 281 contracts

Samples: Mortgage Loan Purchase Agreement (BANK5 Trust 2024-5yr6), Mortgage Loan Purchase Agreement (BANK5 Trust 2024-5yr6), Mortgage Loan Purchase Agreement (BANK5 Trust 2024-5yr6)

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Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (xxi) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xixii) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 233 contracts

Samples: Mortgage Loan Purchase Agreement (Bank 2020-Bnk27), Mortgage Loan Purchase Agreement (Bank 2020-Bnk27), Mortgage Loan Purchase Agreement (Bank 2020-Bnk27)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 196 contracts

Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs2)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 119 contracts

Samples: Mortgage Loan Purchase Agreement, Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20), Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 112 contracts

Samples: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C18), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C18), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C18)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 75 contracts

Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 38 contracts

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs4), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs4), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs4)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special Cadwalader, Wxxxxxxxxx & Txxx LLP, as counsel to the Purchaser.

Appears in 12 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

Costs. Whether or not this Agreement is terminatedSubject to the limitations on expense reimbursement of the Advisor as set forth in Section 2(c) below, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Company, either directly or through reimbursement to the percentage that Advisor or the aggregate CutCo-off Date Balance of all the Mortgage Loans represents Advisor, as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of applicable, shall bear all costs and expenses of the Purchaser in connection with the transactions contemplated hereinits operations and its investment transactions, includingincluding without limitation, but not limited expenses relating to: (i) the costs expenses deemed to be "organization and expenses offering expenses" of the Purchaser in connection with the purchase Company for purposes of Conduct Rule 5110(c) of the Mortgage LoansFinancial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as "Organization and Offering Expenses"); corporate and organizational expenses relating to borrowings and offerings of the Company's shares of beneficial interest (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing"Shares") and delivering the Certificates; (iii) the reasonable other securities and documented set-up feesincurrences of any indebtedness, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect subject to numerical information in respect of the Mortgage Loans and the Certificates limitations included in this Agreement; the Preliminary Prospectus, cost of calculating the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Company's net asset value, including the cost of obtaining any agreedthird-upon procedures letters party valuation services; the cost of effecting sales and repurchases of the Shares and other securities; investment advisory fees of the Advisor and the Co-Advisor; fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments and valuing investments and enforcing contractual rights, including fees and expenses associated with respect to such itemsperforming due diligence reviews of prospective investments; (v) the fees, costs and operating expenses relating to a Subsidiary; the fees and costs relating to any special purpose vehicles formed to make investments on behalf Company either directly or through a Subsidiary; research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); transfer agent and custodial fees; fees and expenses associated with the Company's marketing efforts; interest payable on debt, if any, incurred to finance the Company's investments; federal and state registration fees; federal, state and local taxes; the fees and expenses of any trustees of the Company who are not affiliated persons (as defined in the 1000 Xxx) of the Advisor, the Co-Advisor or any other future co-advisor; costs of proxy statements, shareholders' reports and notices; fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; fees and expenses associated with independent audits and outside legal costs, including compliance with the Sxxxxxxx-Xxxxx Act of 2002; costs associated with the Company's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; brokerage commissions for the Company's investments; and all other fees and expenses incurred by the Advisor or the Company in connection with administering the qualification or exemption of the Certificates under state securities or blue sky lawsCompany's business, including filing all fees and reasonable fees and disbursements of counsel expenses incurred by the Advisor in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering performing its obligations under this Agreement and the furnishing reimbursement of the allocable portion of the compensation of the Company's chief financial officer, chief compliance officer and administrative support, to the Underwriters or the Initial Purchasers, as applicable, of such copies extent they are not controlling persons of the Preliminary ProspectusAdvisor, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum Co-Advisor or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable their affiliates, subject to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date limitations included in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis Agreement.

Appears in 9 contracts

Samples: Advisory Agreement (NorthStar Real Estate Capital Income Fund), Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the Master Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 6 contracts

Samples: Mortgage Loan Purchase Agreement (COMM 2006-C7 Mortgage Trust), Mortgage Loan Purchase Agreement (COMM 2006-C7 Mortgage Trust), Mortgage Loan Purchase Agreement (COMM 2006-C7 Mortgage Trust)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 5 contracts

Samples: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C5), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C5)

Costs. Whether Tenant will reimburse and compensate Landlord on demand and as Additional Rent for any actual loss Landlord incurs in connection with, resulting from or not related to any breach or default of Tenant under this Agreement Lease, regardless whether the breach or default constitutes an Event of Default, and regardless whether suit is terminatedcommenced or judgment is entered. Such loss shall include all reasonable legal fees, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses (including paralegal fees and other professional fees and expenses) Landlord incurs in investigating, negotiating, settling or enforcing any of Landlord’s rights or remedies or otherwise protecting Landlord’s interests under this Lease. Tenant will also indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold harmless the Landlord Parties from and against all Claims that Landlord or any of the Purchaser other Landlord Parties incurs if Landlord or any of the other Landlord Parties becomes or is made a party to any claim or action (a) instituted by Tenant (other than claims asserting that Landlord has breached any of its obligations to Tenant under this Lease) or by or against any person holding any interest in connection with the transactions contemplated hereinPremises by, under or through Tenant, (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person, or (c) otherwise arising out of or resulting from any act or omission of Tenant or such other person. In addition to the foregoing, Landlord is entitled to reimbursement of all of Landlord’s fees, expenses and damages, including, but not limited to: (i) the costs , reasonable attorneys’ fees and expenses of the Purchaser paralegal and other professional fees and expenses, Landlord incurs in connection with the purchase protecting its interests in any bankruptcy or insolvency proceeding involving Tenant, including without limitation any proceeding under any chapter of the Mortgage LoansBankruptcy Code; (ii) the costs by exercising and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses advocating rights under Section 365 of the Trustee, the Certificate Administrator Bankruptcy Code; by proposing a plan of reorganization and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect objecting to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties heretocompeting plans; and (xi) the reasonable by filing motions for relief from stay. Such fees and expenses are payable on demand, or, in any event, upon assumption or rejection of special counsel to the Purchaserthis Lease in bankruptcy.

Appears in 4 contracts

Samples: Lease Agreement (Datalink Corp), Lease Agreement (G Iii Apparel Group LTD /De/), Lease Agreement (Xata Corp /Mn/)

Costs. Whether The Mortgage Loan Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Mortgage Loan Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the applicable Servicer; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 4 contracts

Samples: Mortgage Loan Purchase Agreement (GE Commercial Mortgage Corporation, Series 2007-C1 Trust), Mortgage Loan Purchase Agreement (GE Commercial Mortgage Corporation, Series 2007-C1 Trust), Boana Mortgage Loan Purchase Agreement (GE Commercial Mortgage Corporation, Series 2007-C1 Trust)

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's, the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and Xxxxx'x; (c) any of the fees of the Indenture Trustee and the fees and disbursements of the Indenture Trustee's counsel; (d) any of the fees of the Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Notes; (f) fees and expenses relating to the filing of documents with the Commission (including without limitation periodic reports under the Exchange Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal Balance of the Notes on the Closing Date, paid in connection with the issuance of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants for the Originators; and (i) all of the initial expenses (not to exceed $75,000) of the Note Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan Seller’s pro rata portion to be determined according Files but not including the initial premium paid to the percentage Note Insurer. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Depositor shall not pay any of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Indenture Trustee's or Owner Trustee's fees and expenses of the Purchaser in connection with the transactions contemplated hereinby this Agreement, includingthe Trust Agreement, but not limited to: (i) the costs Indenture and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling Sale and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Appears in 4 contracts

Samples: Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp), 'S Agreement (Prudential Securities Secured Financing Corp), Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesCertificates and the VRR Interest; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans Loans, the Certificates and the Certificates VRR Interest included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 4 contracts

Samples: Mortgage Loan Purchase Agreement (Bank 2023-Bnk46), Mortgage Loan Purchase Agreement (Bank 2023-Bnk46), Mortgage Loan Purchase Agreement (Bank 2023-Bnk46)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Principal Balance of all the mortgage loans of the Trust Fund Mortgage Loans (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 4 contracts

Samples: Mortgage Loan Purchase Agreement (SG Commercial Mortgage Securities, LLC), Mortgage Loan Purchase Agreement (Rialto Commercial Mortgage Securities, LLC), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee (including reasonable attorneys' fees) incurred in connection with the Certificate Administrator securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C4), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C4), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C4)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C29), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C30), Artesia Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and assignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator Certificates so registered and their respective counselreasonable attorney's fees and legal expenses in connection therewith; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated and disbursements reasonable attorney's fees and legal expenses in connection therewith; (v) the fees and expenses of counsel to the Underwriter; (vi) the fees and expenses of counsel to the Depositor; (vii) the fees and expenses of counsel to the Servicers; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (CD 2006-Cd3 Mortgage Trust), Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp), Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp)

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article 2 of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the up front fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator and their respective counselCertificates so registered; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated; (v) the fees and disbursements expenses of counsel to the Underwriters; (vi) the fees and expenses of counsel to the Purchaser; (vii) the fees and expenses of counsel to the Servicers; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (CD 2006-Cd3 Mortgage Trust), Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp), Mortgage Loan Purchase Agreement (CD 2006-Cd3 Mortgage Trust)

Costs. Whether The Originator shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser or any other Person to the percentage extent that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Purchaser or such other Person shall pay) of all costs and expenses of the Purchaser incurred in connection with the transactions contemplated hereintransfer and delivery of the Mortgage Loans, includingincluding without limitation, but not limited to: recording fees, fees for title policy endorsements and continuations and the fees for recording Assignments, the fees and expenses of the Originator's accountants and attorneys, the costs and expenses incurred in connection with producing the Originator's loan loss, foreclosure and delinquency experience, and the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(d), 9(e) and 9(f). The Seller shall pay (ior shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall pay) the fees and expenses of the Seller's accountants and attorneys, the costs and expenses incurred in connection with producing the Servicer's or any Subservicer's loan loss, foreclosure and delinquency experience, the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(a), 9(b), 9(c) and 9(h), the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus and Prospectus Supplement, and any private placement memorandum relating to the Certificates and other related documents, the initial fees, costs and expenses of the Trustee and the furnishing Trust Administrator, the fees and expenses of the Purchaser's counsel in connection with the preparation of all documents relating to the Underwriters or the Initial Purchasers, as applicable, of such copies securitization of the Preliminary ProspectusMortgage Loans, the Preliminary Private Placement Memorandumfiling fee charged by the Securities and Exchange Commission for registration of the Certificates, the Prospectus cost of outside special counsel that may be required by the Originator and the Private Placement Memorandum or fees charged by any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser . All other costs and expenses in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed transactions contemplated hereunder shall be borne by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Salomon Brother Mort Sec Inc Sal Hm Eq Ln Tr Ser 2002 Wmc2), Pooling and Servicing Agreement (Salomon Bros Mort Sec Vii Sal Home Equ Ln Tr Ser 2002 Wmc1), Pooling and Servicing Agreement (Salomon Bros Mort Sec Vii Sal Home Equ Ln Tr Ser 2002 Wmc1)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Initial Aggregate Mortgage Loan Balance represents of all the Mortgage Loans represents Initial Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the aggregate Cut-off Date Balance memorandum of all understanding, to which the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Capmark Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6), CGMRC Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6)

Costs. Whether The Recipient must bear its own costs of complying with this Clause 25. Survival This Clause 25 applies for the Agreement Period and for a period of seven years from the expiry or not termination of this Agreement is terminatedAgreement. Audit and access Right to conduct audits or reviews DFAT or a representative may conduct audits or reviews relevant to the performance of the Recipient's obligations under this Agreement. Audits or reviews may be conducted of: the use of the Funds; the Assets; the Recipient's operational practices and procedures as they relate to this Agreement; the accuracy of the Recipient’s invoices and Reports; the Recipient's compliance with its confidentiality and privacy obligations under this Agreement; the Recipient's compliance with Laws, guidelines and policies including the Mortgage Loan Seller will pay policies listed at Clause 16 (Compliance with Laws) and 18 (Compliance with DFAT Policies); the Recipient's compliance with its pro rata share Child Protection Policy obligations under Clause 17 (Child Protection); the Mortgage Loan Seller’s pro rata portion Recipient's compliance with its Fraud control strategy and policies including Fraud prevention, reporting and investigation obligations under this Agreement; Material (including records, books and accounts) in the possession of the Recipient relevant to the Activity or this Agreement; and any other matters determined by DFAT to be determined according relevant to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as Activity or this Agreement. If DFAT decides to conduct or commission audits or reviews, it will give reasonable notice to the aggregate CutRecipient. The Recipient must participate co-off Date Balance of all operatively in any audit or review conducted by DFAT or a representative. Access by DFAT DFAT may, at reasonable times and on giving reasonable notice to the mortgage loans Recipient: access the premises of the Trust Fund (Recipient and premises where the “Cut-off Date Pool Balance”)) Activity is being undertaken to the extent relevant to the performance of all costs this Agreement; require the provision by the Recipient, its Personnel or subcontractors of records and expenses information in a data format and storage medium accessible by DFAT by use of DFAT’s existing computer hardware and software; inspect and copy documentation, records, books and accounts, however stored, in the custody or under the control of the Purchaser in connection with the transactions contemplated hereinRecipient, including, but not limited to: (i) the costs its Personnel or subcontractors; and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information require assistance in respect of any inquiry into or concerning the Mortgage Loans Activity or this Agreement. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to DFAT), any request for information directed to DFAT, and any inquiry conducted by Parliament or any Parliamentary committee. The Recipient must provide access to its computer hardware and software to the extent necessary for DFAT to exercise its rights under this Clause 26, and provide DFAT with any reasonable assistance requested by DFAT to use that hardware and software. Conduct of audit and access DFAT must use reasonable endeavours to ensure that: audits or reviews performed pursuant to sub-clause 26.1 above; and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption exercise of the Certificates under state securities general rights granted by sub-clause 26.2 by DFAT, do not unreasonably delay or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors disrupt in any jurisdiction and material respect the preparation Recipient's performance of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering its obligations under this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserbusiness.

Appears in 3 contracts

Samples: dfat.gov.au, dfat.gov.au, www.dfat.gov.au

Costs. Whether or not this Agreement is terminatedSubject to the limitations on expense reimbursement of the Advisor as set forth in Section 2(c) below, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Company, either directly or through reimbursement to the percentage that Advisor or the aggregate CutCo-off Date Balance of all the Mortgage Loans represents Advisor, as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of applicable, shall bear all costs and expenses of the Purchaser in connection with the transactions contemplated hereinits operations and its investment transactions, includingincluding without limitation, but not limited expenses relating to: expenses deemed to be “organization and offering expenses” of the Company for purposes of Conduct Rule 5110(c) of the Financial Industry Regulatory Authority (ifor purposes of this Agreement, such expenses are hereinafter referred to as “Organization and Offering Expenses”); corporate and organizational expenses relating to borrowings and offerings of the Company’s shares (“Shares”) and other securities and incurrences of any indebtedness, subject to limitations included in this Agreement; the costs cost of effecting sales and repurchases of the securities of the Company; investment advisory fees of the Advisor and the Co-Advisor; fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and operating expenses of the Trusteerelating to an SPV; research and market data (including news and quotation equipment and services, the Certificate Administrator and their respective counsel; any computer hardware and connectivity hardware (ive.g., telephone and fiber optic lines) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including incorporated into the cost of obtaining any agreed-upon procedures letters with respect to such itemsresearch and market data); (v) the costs transfer agent and custodial fees; fees and expenses associated with the Company’s marketing efforts; interest payable on debt, if any, incurred to finance the Company’s investments; federal and state registration fees; federal, state and local taxes; the fees and expenses of any directors of the Company who are not affiliated persons (as defined in the 1000 Xxx) of the Advisor, the Co-Advisor or any other future co-advisor; fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone and staff costs; fees and expenses associated with independent audits and outside legal costs; costs associated with the Company’s reporting and compliance obligations under applicable federal and state securities laws; brokerage commissions for the Company’s investments; and all other fees and expenses incurred by the Advisor or the Company in connection with administering the qualification or exemption of the Certificates under state securities or blue sky lawsCompany’s business, including filing all fees and reasonable fees and disbursements of counsel expenses incurred by the Advisor in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering performing its obligations under this Agreement and the furnishing reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, if any, chief compliance officer and administrative support, to the Underwriters or the Initial Purchasers, as applicable, of such copies extent they are not controlling persons of the Preliminary ProspectusAdvisor, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum Co-Advisor or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable their affiliates, subject to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date limitations included in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis Agreement.

Appears in 3 contracts

Samples: Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Advisory Agreement (NorthStar Real Estate Capital Income Fund)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Wachovia Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate BCRE Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Bcre Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C11)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in In connection with the transactions contemplated hereinunder this Agreement and the Pooling and Servicing Agreement, including, but not limited to: the Unaffiliated Seller shall promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (i) the costs fees and expenses disbursements of the Purchaser in connection with the purchase of the Mortgage LoansUnaffiliated Seller's counsel; (ii) the costs and expenses fees of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesDepositor's counsel, not to exceed $175,000; (iii) the reasonable fees and documented set-up fees, costs and expenses disbursements of the TrusteeErnst & Young, the Certificate Administrator Unaffiliated Seller's independent certified public accountants, in rendering a comfort letter in connection with the Prospectus Supplement and their respective counselin comforting the Derived Information; (iv) the fees of Standard & Poor's Ratings Group and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary ProspectusXxxxx'x Investors Service, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such itemsInc.; (v) the fees of the Trustee, the fees and disbursements of the Trustee's counsel, if any and the fees of the Trustee for custodial acceptance and loan deposit; (vi) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Certificates; (vii) fees and expenses relating to the filing of documents with the Securities and Exchange Commission (including without limitation periodic reports under the Exchange Act); (viii) the shelf registration amortization fee paid in connection with the issuance of Certificates; and (ix) to the extent not covered above, all of the initial upfront expenses of the Depositor and the Underwriter including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan File. The Unaffiliated Seller also will promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred) all of the initial upfront expenses of the Certificate Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan File. All other costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Appears in 3 contracts

Samples: S Agreement (Prudential Securities Secured Financing Corp), 'S Agreement (Prudential Securities Secured Financing Corp), Prudential Securities Secured Financing Corp

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C11), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and 24 delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-5c23), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C22), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C19)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Citigroup Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C11), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Citigroup Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Nomura Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C26), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28)

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's (100% of fees in excess of $25,000), the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and Xxxxx'x; (c) any of the fees of the Indenture Trustee and the fees and disbursements of the Indenture Trustee's counsel; (d) any of the fees of the Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Notes; (f) fees and expenses relating to the filing of documents with the Commission (including without limitation periodic reports under the Exchange Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal Balance of the Notes on the Closing Date, paid in connection with the issuance of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants for the Originators; and (i) all of the initial expenses (not to exceed $65,000) of the Note Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan Seller’s pro rata portion to be determined according Files but not including the initial premium paid to the percentage Note Insurer. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Depositor shall not pay any of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Indenture Trustee's or Owner Trustee's fees and expenses of the Purchaser in connection with the transactions contemplated hereinby this Agreement, includingthe Trust Agreement, but not limited to: (i) the costs Indenture and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling Sale and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Appears in 2 contracts

Samples: Unaffiliated Seller's Agreement (American Business Financial Services Inc /De/), Unaffiliated Seller's Agreement (Bear Stearns Asset Backed Securities Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate LaSalle Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Eurohypo Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C11), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum, and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33), Wachovia Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)

Costs. Whether Except as provided in Section 12.14, Borrower shall pay all reasonable Costs incurred by Lender in connection with the documentation, modification, workout, collection or not this Agreement is terminatedenforcement of the Loan or any of the Loan Documents (as applicable), the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion including probate, appellate and bankruptcy proceedings, any post-judgment proceedings to be determined according collect or enforce any judgment or order relating to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Loan or any of the Trust Fund Loan Documents (as applicable), and all such Costs shall be included as additional Indebtedness bearing interest at the Default Rate set forth herein until paid. In any action to foreclose the lien hereof or otherwise enforce Lender’s rights and remedies hereunder, there shall be allowed and included as additional Indebtedness all Costs which may be paid or incurred by or on behalf of Lender. For the purposes hereof Cut-off Date Pool Balance”Costs” means all expenditures and expenses which may be paid or reasonably incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, reasonable attorneys’ fees (including reasonable fees of Lender’s inside counsel)) of , receivers’ fees, appraisers’ fees, engineers’ fees, accountants’ fees, independent consultants’ fees (including environmental consultants), all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses reasonably incurred in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyforegoing, including reasonable fees and disbursements of counsel in connection therewith; (vii) the Lender’s actual out-of-pocket costs and expenses reasonably incurred with respect to any audit or inspection of the Mortgaged Property, reasonably incurred outlays for documentary and expert evidence, stenographers’ charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as Lender may deem reasonably necessary either to prosecute any action or to evidence to bidders at any sale of the partnership interests in connection with printing (Borrower the true condition of the title to, or otherwise reproducing) the value of, the Mortgaged Property. Further, all “Costs” shall include such other costs, expenses and delivering fees as may be reasonably incurred by Lender in the protection of the Mortgaged Property and the maintenance of the lien of the Mortgage, including, reasonable attorneys’ fees, expenses and costs in any litigation or proceeding affecting this Agreement, the Mortgage, the Note, the other Loan Documents, the Mortgaged Property or the Personal Property, including probate, appellate, and bankruptcy proceedings, and any post-judgment proceedings to collect or enforce any judgment or order relating to this Agreement and the furnishing to the Underwriters or the Initial Purchasersother Loan Documents, as applicable, to obtain any court order or the appointment of such copies a receiver to enforce Lender’s rights pursuant to Section 564 of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees California Code of Civil Procedure and/or Section 2929.5 of the rating agency California Civil Code or agencies engaged in preparation for the commencement or defense of any action or proceeding, shall be immediately due and payable to consider rating Lender, with interest thereon at the Certificates or hired Default Rate, and requested to rate the Certificates; (ix) all registration fees incurred shall be secured by the Purchaser in connection with Mortgage. This provision is separate and several, and shall survive the filing merger of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis provision into any judgment.

Appears in 2 contracts

Samples: Loan Agreement (Kilroy Realty, L.P.), Credit Agreement (Kilroy Realty, L.P.)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement MemorandumXxxxxxx Xxxxxxxxx Xxxxxxxxxx, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate GACC Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3), Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Initial Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof; (vii) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vviii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (ix) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (x) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Underwriters. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase and Sale Agreement (Commercial Mortgage Pass Thru Certs Series 2001-3), Purchase and Sale Agreement (Commercial Mortgage Pass Thru Certs Series 2001-3)

Costs. Whether Except as provided in Section 12.14 of the Loan Agreement, Borrower shall pay all reasonable Costs incurred by Lender in connection with the documentation, modification, workout, collection or not this Agreement is terminatedenforcement of the Loan or any of the Loan Documents (as applicable), the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion including probate, appellate and bankruptcy proceedings, any post-judgment proceedings to be determined according collect or enforce any judgment or order relating to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Loan or any of the Trust Fund Loan Documents (as applicable), and all such Costs shall be included as additional Indebtedness bearing interest at the rate then in effect under the Note until paid. In any action to foreclose the lien hereof or otherwise enforce Xxxxxx’s rights and remedies hereunder, there shall be allowed and included as additional Indebtedness all Costs which may be paid or incurred by or on behalf of Xxxxxx. For the purposes hereof Cut-off Date Pool Balance”Costs” means all expenditures and expenses which may be paid or reasonably incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, reasonable attorneys’ fees (including reasonable fees of Xxxxxx’s inside counsel)) of , receivers’ fees, appraisers’ fees, engineers’ fees, accountants’ fees, independent consultants’ fees (including environmental consultants), all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses reasonably incurred in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyforegoing, including reasonable fees and disbursements of counsel in connection therewith; (vii) the Lender’s actual out-of-pocket costs and expenses reasonably incurred with respect to any audit or inspection of the Mortgaged Property, reasonably incurred outlays for documentary and expert evidence, stenographers’ charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as Lender may deem reasonably necessary either to prosecute any action or to evidence to bidders at any sale of the Mortgaged Property the true condition of the title to, or the value of, the Mortgaged Property. Further, all “Costs” shall include such other costs, expenses and fees as may be reasonably incurred by Lender in connection with printing (or otherwise reproducing) and delivering this Agreement the protection of the Mortgaged Property and the furnishing to maintenance of the Underwriters lien of this Deed of Trust, including, reasonable attorneys’ fees, expenses and costs in any litigation or proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Mortgaged Property or the Initial PurchasersPersonal Property, as applicableincluding probate, appellate, and bankruptcy proceedings, and any post-judgment proceedings to collect or enforce any judgment or order relating to this Deed of such copies Trust or the other Loan Documents, to obtain any court order or the appointment of a receiver to enforce Xxxxxx’s rights pursuant to Section 564 of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees California Code of Civil Procedure and/or Section 2929.5 of the rating agency California Civil Code or agencies engaged to consider rating in preparation for the Certificates commencement or hired defense of any action or proceeding, shall be immediately due and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to Lender, with interest thereon at the Asset Representations Reviewer on Default Rate, and shall be secured by this Deed of Trust. This provision is separate and several, and shall survive the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses merger of special counsel to the Purchaserthis provision into any judgment.

Appears in 2 contracts

Samples: Security Agreement and Fixture Filing (Kilroy Realty, L.P.), Security Agreement and Fixture Filing (Kilroy Realty, L.P.)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (ia) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing printing and delivering the Pooling and Servicing Agreement and this Agreement the Certificates; (b) the costs and expenses of printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iiic) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (ivd) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (e) the fees charged by the Rating Agencies to rate the Certificates so rated; (f) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vg) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (h) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (i) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Pas THR Certs Ser 03 C3), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Pas THR Certs Ser 03 C3)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate LaSalle Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)

Costs. Whether The Mortgage Xxxn Seller shall pay (or not this Agreement is terminated, shall reimburse the Company to the extent that the Company has paid) the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance principal balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses principal balance of the Purchaser in connection with Mortgage Loans and the transactions contemplated herein, including, but not limited to: Other Mortgage Loans): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the initial fees, costs, and expenses of the Trustee (including reasonable attorneys' fees); (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator Certificates so registered and their respective counselreasonable attorney's fees and legal expenses in connection therewith; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated and disbursements reasonable attorney's fees and legal expenses in connection therewith; (v) the fees and expenses of counsel to the Underwriter; (vi) the fees and expenses of counsel to the Depositor; (vii) the fees and expenses of counsel to the Servicers; (vii) the fees and expenses of counsel to the Mortgage Loan Seller and the sellers of the Other Mortgage Loans; (ix) the costs and expenses of the "Bloomberg roadshow"; (x) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Article 2 of the Pooling and Servicing Agreement; (xi) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser Company and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, ; and (xii) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase and Sale Agreement (Ge Commercial Mortgage Corp), Mortgage Loan Purchase and Sale Agreement (Ge Commercial Mortgage Corp)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Initial Aggregate Mortgage Loan Balance represents of all the Mortgage Loans represents Initial Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the aggregate Cut-off Date Balance memorandum of all understanding, to which the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee (including reasonable attorneys' fees) incurred in connection with the Certificate Administrator securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement the transactions contemplated hereunder shall be borne by the party incurring such expense. The Seller and the furnishing to the Underwriters or the Initial Purchasers, as applicable, Purchaser agree that each of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees Placement Agents shall be a third party beneficiary of the rating agency or agencies engaged Seller's obligation to consider rating pay the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable costs, fees and expenses of special counsel to the Purchaserspecified in this Section 7.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2008-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2008-C7)

Costs. Whether Optionor shall be responsible for payment of all fees, costs, and expenses of obtaining the Governmental Approvals and all fees, costs and expenses related to the construction of the Improvements. With respect to Improvements in Projects known as Renaissance and Colonial Shores (the "PARTIALLY SOLD PROJECTS"), any fees, costs and expenses hereafter incurred in connection with obtaining Governmental Approvals and/or constructing the Improvements for any Partially Sold Project, and or not for repairs of Improvements constructed after the Effective Date, and/or for establishing appropriate reserves for the owners associations for the Partially Sold Projects all to the extent such items exceed the Budget of Future Costs (as defined in Exhibit "E") with respect thereto shall be allocated among all lots within such Partially Sold Projects so that Optionor shall be responsible for the per lot or unit excess amount for lots/units/homes sold and conveyed by Optionor to homebuyers prior to the Effective Date and the excess amount allocable to the Lots subject to this Agreement is terminatedshall, subject to the Mortgage Loan Seller will pay provisions of Exhibit "F", increase the Purchase Price for such Lots. Such allocation of excess costs shall not, however, adversely affect any rights and remedies Optionee may have with respect thereto pursuant to the Master Agreement. Conversely, to the extent the Budget of Future Costs for a Partially Sold Project is, upon completion of the Improvements, determined to have exceeded the actual costs incurred after the Effective Date to obtain the Governmental Approvals for such Partially Sold Project and to complete the Improvements for such Partially Sold Project, then the excess budget amount for such Partially Sold Project shall be allocated between Optionor and Optionee so that Optionee shall be entitled to a credit against the Purchase Price for the next Lots purchased by Optionee only in the amount of such excess attributable to Lots subject to this Option Agreement and Optionor shall therefore receive its pro rata share (the Mortgage Loan Seller’s pro rata portion of such savings with respect to be determined according lots/units/homes sold and conveyed by Optionor to homebuyers prior to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser Effective Date. The following disbursement procedures shall apply in connection with the transactions contemplated herein, including, but not limited to: (i) payment of the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser Governmental Approvals and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.Improvements:

Appears in 2 contracts

Samples: Master Transaction Agreement (Meritage Homes CORP), Indemnification Agreement (Meritage Homes CORP)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)

Costs. Whether To the extent a party undertakes any environmental site assessment or other environmental investigation in order to determine whether there is any existing CN Site Contamination or CPP Site Contamination, and without any legal requirement or request by a governmental authority, such cost shall not be considered part of the Retained Cleanup Responsibility. In addition, only out-of-pocket costs actually incurred are eligible to be paid or reimbursed by Agriliance under this Agreement is terminatedArticle VIII, and neither party shall be entitled to reimbursement of its own internal costs. During the applicable Retained Responsibility Period, any party who has incurred costs to perform a Retained Cleanup Responsibility shall be entitled to reimbursement from Agriliance in accordance with Section 8.5 below. Prior to the expiration of the applicable Retained Responsibility Period, CHS and LOL shall work together in good faith to determine amounts that are reasonably expected to be required to pay future, ongoing costs associated with Retained Cleanup Responsibilities with respect to the Properties for which payment was not made by Agriliance during the applicable Retained Responsibility Period (“Anticipated Costs”), and Agriliance shall pay such Anticipated Costs to CHS and WS as provided in this Section 8.3 and in Section 8.5. In determining Anticipated Costs, the Mortgage Loan Seller parties shall take into consideration the time periods during which the costs for fulfilling such Retained Cleanup Responsibilities will pay its pro rata share likely be paid, the present value thereof, and the effect of inflation on such costs. The procedure for determining Anticipated Costs shall be as follows: Within thirty (30) days after the Mortgage Loan Seller’s pro rata portion to be determined according expiration of the applicable Retained Responsibility Period, CHS and WS shall each deliver to the percentage that the aggregate Cut-off Date Balance other an itemized list of all the Mortgage Loans represents as outstanding Retained Cleanup Responsibilities pertaining to the aggregate Cut-off Date Balance of all the mortgage loans their respective Properties, along with that party’s assessment of the Trust Fund Anticipated Costs for each, in detail and with supporting documentation sufficient for the other party to evaluate the same. Each party shall promptly furnish all additional information reasonably requested by the other party. Within twenty (20) days following receipt of such information by both CHS and WS (the “Cut-off Date Pool BalanceObjection Period”), CHS and WS shall notify the other party and Agriliance in writing of any objections they may have to Agriliance paying the Anticipated Costs identified by the other party, and the basis for such objections. Objections shall be made to specific itemized Anticipated Costs. All Anticipated Costs for which no objection has been made within the Objection Period shall be paid by Agriliance as provided in Section 8.5 below, and thereafter all Anticipated Costs for which objections have been resolved shall be paid by Agriliance as provided in Section 8.5 below. The parties shall work diligently and in good faith to resolve all objections within thirty (30) of all costs and expenses days after the expiration of the Purchaser Objection Period. If the parties are unable to resolve all objections within the Objection Period, they shall engage a neutral third party (“Neutral”) to assist in connection resolving the objections. The Neutral shall have substantial experience in assessing costs associated with the transactions contemplated herein, including, but not limited to: Retained Cleanup Responsibilities to which the objections pertain. CHS and WS shall work diligently and in good faith with the Neutral to resolve all objections within sixty (i60) days after the costs and expenses expiration of the Purchaser Objection Period. If the parties have not been able to resolve all objections within such 60-day period, the Neutral shall resolve the objections in connection with the purchase Neutral’s sole and absolute discretion and the Neutral’s determination shall be binding on the parties. In making a determination, the Neutral may engage such additional, independent consultants as the Neutral deems necessary or desirable, in the Neutral’s sole and absolute discretion. The Neutral shall be directed to use best efforts to make its determination within ninety (90) days after the expiration of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser Objection Period and the Mortgage Loan Seller with respect to numerical parties shall provide such information in respect of and other cooperation as the Mortgage Loans Neutral may require. CHS and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including WS shall share equally the cost of obtaining the Neutral and any agreed-upon procedures letters with respect consultants engaged by the Neutral; provided, however, that if the Neutral determines that additional site assessment or other investigation is required to reasonably determine any Anticipated Costs, such items; (v) additional assessment or investigation shall be performed by consultants engaged by the Neutral and the party who owns or leases the Property in question shall be solely responsible for the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchasersame.

Appears in 2 contracts

Samples: Agreement Regarding Distribution of Assets (Land O Lakes Inc), Agreement Regarding Distribution of Assets (CHS Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate First Union Mortgage Loan Balance represents of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof; (vii) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vviii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (ix) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (x) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Underwriters. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C2)

Costs. Whether or not this Agreement is terminatedThe Selling Entities, on the Mortgage Loan Seller will pay its one hand (pro rata share in accordance ----- with their interests), and Apple, on the other hand, each agree to pay fifty percent (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)50%) of all (i) transfer and recording taxes and fees, if any, connected with the transfer of the Controlling Interests, (ii) fees of the Escrow Agent in connection with the Escrow Instructions and (iii) bulk sales taxes and other personal property taxes associated with the Closing, if any. Apple shall pay for the costs and premiums of title insurance, including, without limitation, the costs and expenses of all endorsements thereto, all surveys of the Inns prepared for the Closing and all environmental and engineering reports. Apple shall pay any fees relating to or in connection with obtaining the Lender's consent to (a) the transfer of the Controlling Interests, (b) the sublease of the Inns to Apple's designated affiliate(s) and (c) the transfer of the Management Agreement to such affiliate(s) (including, without limitation, the payment of the transfer fee under the Loan Agreement, the Lender's attorneys' fees reasonably related to obtaining the Lender's consent to the transfer of the Controlling Interests, to the extent payable by the "Borrower" under the Loan Agreement or the Other Loan Documents, the costs and expenses of the Purchaser Lender's due diligence review, to the extent payable by the "Borrower" under the Loan Agreement or the Other Loan Documents, and the costs of preparing and/or recording amendments or modifications to the mortgages, UCC filings or other loan documents affecting the Property, including any applicable transfer, mortgage or recording fees or taxes, but excluding the costs of the counsel to the Company or the Selling Entities, if any, relating to the transfer of the Controlling Interests). If and to the extent not waived by Manager, Apple shall cause the Company to pay any and all sums required to be paid in connection with the transactions contemplated hereby pursuant to Section 5.03 of the Management Agreement. Except as otherwise provided for herein, including, but not limited to: (i) the costs each party shall pay its own accountants and expenses of the Purchaser attorneys' fees incurred in connection with the purchase preparation, negotiation and execution of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies consummation of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchasertransactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase Agreement (Crestline Capital Corp), Assignment and Assumption Agreement (Apple Hospitality Two Inc)

Costs. Whether or not In connection with the transactions contemplated under this Agreement is terminatedAgreement, the Mortgage Loan Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Unaffiliated Seller will shall promptly pay its pro rata share (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's (50% of fees up to $30,000 and then 100% thereafter), the Unaffiliated Seller's and the Originators' counsel; (b) the fees of S&P and Xxxxx'x; (c) any of the fees of the Indenture Trustee and the fees and disbursements of the Indenture Trustee's counsel; (d) any of the fees of the Owner Trustee and the fees and disbursements of the Owner Trustee's counsel; (e) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Notes; (f) fees and expenses relating to the filing of documents with the Commission (including without limitation periodic reports under the Exchange Act); (g) the shelf registration amortization fee of 0.04% of the Note Principal Balance of the Notes on the Closing Date, paid in connection with the issuance of Notes; (h) the fees and disbursements for Deloitte & Touche LLP, accountants for the Originators; and (i) all of the initial expenses (not to exceed $65,000) of the Note Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan Seller’s pro rata portion to be determined according Files but not including the initial premium paid to the percentage Note Insurer. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Depositor shall not pay any of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Indenture Trustee's or Owner Trustee's fees and expenses of the Purchaser in connection with the transactions contemplated hereinby this Agreement, includingthe Trust Agreement, but not limited to: (i) the costs Indenture and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling Sale and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Agreement. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Appears in 2 contracts

Samples: 'S Agreement (Prudential Securities Secured Financing Corp), 'S Agreement (Prudential Securities Secured Financing Corp)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal Balance of all the Mortgage Loans represents as to the aggregate Cut-off Cut‑off Date Principal Balance of all the mortgage loans of the Trust Fund Mortgage Loans (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Natixis Commercial Mortgage Securities LLC), Mortgage Loan Purchase Agreement (SG Commercial Mortgage Securities, LLC)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date CGMRC Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2005-C3), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2004-C1)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and -20- expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ixx) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser. Section 10.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the -22- Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)

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Costs. Whether The Mortgage Xxxn Seller shall pay (or not this Agreement is terminated, shall reimburse the Company to the extent that the Company has paid) the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance principal balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses principal balance of the Purchaser in connection with Mortgage Loans and the transactions contemplated herein, including, but not limited to: Other Mortgage Loans): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the initial fees, costs, and expenses of the Trustee (including reasonable attorneys' fees); (iii) the reasonable filing fee charged by the Securities and documented set-up fees, costs and expenses Exchange Commission for registration of the Trustee, the Certificate Administrator Certificates so registered and their respective counselreasonable attorney's fees and legal expenses in connection therewith; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated and disbursements reasonable attorney's fees and legal expenses in connection therewith; (v) the fees and expenses of counsel to the Underwriter; (vi) the fees and expenses of counsel to the Depositor; (vii) the fees and expenses of counsel to the Servicers; (vii) the fees and expenses of counsel to the Mortgage Loan Seller and the sellers of the Other Mortgage Loans; (ix) the costs and expenses of the "Bloomberg roadshow"; (x) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Article 2 of the Pooling and Servicing Agreement; (xi) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser Company and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (vxii) the concession fees of the Underwriters; and (xiii) other miscellaneous costs and expenses agreed upon by the parties hereto. All other costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Sale Agreement (Ge Commercial Mortgage Corp)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate FUNB Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)

Costs. Whether The Seller shall pay (or not this shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and assignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as contemplated by Article [2] of the Pooling and Servicing Agreement is terminatedand (c) on the Closing Date, the Mortgage Loan Seller will pay its Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate principal balance of the Mortgage Loans as of the Cut-off Date Balance represents of all the aggregate principal balance of the Mortgage Loans represents and the Other Mortgage Loans as to of the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: Date): (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus relating to the Certificates; (ii) the fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the Trustee entering into and performing certain of its obligations under the Pooling and Servicing Agreement; (iii) the reasonable and documented set-up fees, costs and expenses filing fee charged by the SEC for registration of the Trustee, the Certificate Administrator Certificates so registered and their respective counselreasonable attorney's fees and legal expenses in connection therewith; (iv) the fees charged by the Rating Agencies to rate the Certificates so rated and disbursements reasonable attorney's fees and legal expenses in connection therewith; (v) the fees and expenses of counsel to the Underwriter; (vi) the fees and expenses of counsel to the Depositor; (vii) the fees and expenses of counsel to the Servicers; (viii) the cost of obtaining a "comfort letter" from a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates Other Mortgage Loans included in the Preliminary Prospectus, ; and (ix) other miscellaneous costs and expenses agreed upon by the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any parties hereto. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc22)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of Costs" means: all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all bona fide costs and expenses of any type paid by Landlord or its Affiliates, or reasonably anticipated by Landlord to be payable by Landlord or its Affiliates, for, as a result of or in connection with all or any portion of the Purchaser Building or any interest therein or any ownership, operation, management, maintenance, repair, restoration, replacement, improvement, leasing (other than the payment of Net Proceeds hereunder), financing, refinancing or Transfer by Landlord thereof (whether or not included as part of Operating Costs, but not including any sale or conveyance to any of Landlord's Control Affiliates), or any rights or Liabilities in connection with any of the foregoing, including, without limitation, costs and expenses for: the acquisition, sale or other disposition of all or any portion of the Building and any rights appurtenant thereto (including, without limitation, all costs for due diligence, investigations, remedial work, closing costs, escrow and title fees, legal fees, professional fees and commissions); all labor, services and materials supplied to or for the benefit of the Building and/or Tenant under or in connection with this Lease; financing, refinancing and encumbrance of the Premises or any interest therein (including, without limitation, payment of all principal, interest, reserve deposits, fees, commissions, appraisals, escrow and title fees, other closing costs, interest rate xxxxxx, "caps" or "floors," and other costs in connection therewith and other amounts owed under any of the loan documents); the repayment of all bona fide capital contributions, loans or advances made by Landlord or its partners or their respective Affiliates (including, without limitation, the repayment of such amounts and commercially reasonable interest on such loans and a commercially reasonable rate of return on such contributions or advances, and commercially reasonable closing costs, commissions and/or loan fees or similar fees in order to obtain such loans, contributions or advances); the payment and performance of all of Landlord's Liabilities and the exercise of Landlord's rights under or in connection with this Lease or the Premises or agreements in connection therewith (including, without limitation, costs for Taxes, Operating Costs, amounts in connection with Hazardous Substances and environmental protection, compliance will all Laws, indemnity and defense costs, and other costs in connection therewith and other amounts owed under any of the loan documents); reasonable attorneys' fees and other costs in connection with the transactions contemplated hereindefense or prosection of any litigation, includingproceedings, but not limited claims or counterclaims or as otherwise deemed necessary by Landlord; judgments, claims, awards or settlements, whether due to the fault of Landlord or its partners or otherwise; an amount per calendar year equal to forty percent (40%) of an amount (the "Tax Payments") equal to: Landlord's taxable income (iif any) in the costs and expenses prior calendar year (other than the taxable income resulting solely from the sale or the conveyance of the Purchaser Premises) less the amounts paid to Landlord for that prior calendar year pursuant to this clause of this Paragraph 2, and if in connection with any year the purchase Tax Payments are not fully paid, then the unpaid Tax Payments shall cumulate and be paid as Costs as soon as there are sufficient Cash Proceeds; the preparation of the Mortgage Loans; Landlord's annual financial statements and any other information to be provided by Landlord under this Lease (ii) the costs and expenses including reports of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducingNet Proceeds) and delivering the Certificatestax returns; (iii) the reasonable and documented set-up corporate or partnership license fees, costs filing fees, business and expenses of the Trusteefranchise taxes and fees, the Certificate Administrator and their respective counselsimilar charges; (iv) the fees and disbursements of a firm of certified public accountants selected reserves deemed reasonably necessary by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses Landlord in connection with any determination of the eligibility foregoing. Unless otherwise specifically agreed and set forth in this Lease (e.g., with respect to the interest rate on loans or the return on capital, or with respect to management fees or fees in lieu thereof), amounts payable as Costs by Landlord to any of its Affiliates for services rendered shall not exceed the prevailing rates that would be payable to unaffiliated third parties in an arms-length transaction. Costs do not include any of the Certificates for investment above amounts which are directly paid by institutional investors Tenant or which are funded by insurance, and in no event shall Costs include any jurisdiction and the preparation leasing or sales commissions paid to any Affiliate of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the PurchaserLandlord.

Appears in 1 contract

Samples: Lease Agreement (Vtel Corp)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date PNC BANK Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) , the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Underwriters and the Initial Purchasers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust)

Costs. Whether or not this Agreement is terminatedNotwithstanding any other provision herein, each of the Mortgage Loan Seller will pay parties hereto shall be responsible for its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according own costs and expenses incurred with respect to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund transactions contemplated herein (the “Cut-off Date Pool BalanceTransaction Expenses)) of including, without limitation, all costs and expenses incurred prior to the date of this Agreement and all legal and accounting fees and disbursements relating to preparing the documents contemplated herein, calling and holding shareholder meetings, the application to the Exchange for the listing of the Purchaser Post-Consolidated Acquiror Shares, the application to the NEX board of the TSXV for the delisting of Acquiror Shares and preparing all other documentation and filings in connection with the Proposed Transaction, or otherwise relating to the transactions contemplated herein, including, but not limited to: (i) . The parties agree that the costs and expenses Transaction Expenses of the Purchaser Acquiror shall not exceed $100,000. The parties agree that the Transaction Expenses shall not include any filing fees to the Exchange or TSXV in connection with the purchase Proposed Transaction, or any costs incurred by the Acquiror in the normal course of the Mortgage Loans; (ii) the costs its operations as a public company, including listing fees, transfer agent fees, normal course audit fees and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)incurred for normal course filings, including dissemination of news releases. The parties agree that the cost Acquiror and its counsel shall be primarily responsible for preparation of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs all documentation and expenses filings in connection with the qualification or exemption Proposed Transaction, other than this Agreement and including, without limitation, all shareholder meetings (other than as may be required by DeFi) and the application to the Exchange for the listing of Post-Consolidated Acquiror Shares following completion of the Certificates under state securities or blue sky lawsProposed Transaction, including filing fees while DeFi and reasonable fees its counsel shall perform a review function and disbursements of counsel diligently cooperate and assist in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveysuch documentation and required filings, including reasonable fees with primary responsibility for the completion of disclosure materials with respect to DeFi and disbursements this Agreement; however, each party shall permit the other party and its counsel to review the preparation of counsel in connection therewith; (vii) the costs and expenses in connection with printing (all documentation to be sent to shareholders of such party or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser used in connection with the filing of its Registration Statement allocable to the issuance approval of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed Proposed Transaction and related matters by the parties hereto; shareholders of such party, the Exchange and (xi) the reasonable fees and expenses of special counsel to the PurchaserTSXV.

Appears in 1 contract

Samples: Amalgamation Agreement (WonderFi Technologies Inc.)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Principal Balance of all the mortgage loans of the Trust Fund Mortgage Loans (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (LMF Commercial Mortgage Securities, LLC)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate [_________] Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Initial Aggregate Mortgage Loan Balance represents of all the Mortgage Loans represents Initial Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the aggregate Cut-off Date Balance memorandum of all understanding to which the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties, with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Lasalle Bank Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will The Tenant shall pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser Landlord including any solicitors’ or other professionals’ costs and expenses (incurred both during and after the end of the term) in connection with the purchase or in contemplation of any of the Mortgage Loansfollowing: the enforcement of the tenant covenants of this lease; serving any notice in connection with this lease under section 146 or 147 of the Law of Property Xxx 0000 or taking any proceedings under either of those sections, notwithstanding that forfeiture is avoided otherwise than by relief granted by the court; serving any notice in connection with this lease under section 17 of the Landlord and Tenant (iiCovenants) Xxx 0000; the preparation and service of a schedule of dilapidations in connection with this lease; or any consent or approval applied for under this lease, whether or not it is granted. Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors’ or other professionals’ costs and expenses (whether under this or any other clause of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducinglease) and delivering the Certificates; (iii) the reasonable and documented set-up fees, that obligation extends to those costs and expenses assessed on a full indemnity basis. Compensation on vacating Any right of the TrusteeTenant or anyone deriving title under the Tenant to claim compensation from the Landlord on leaving the Property under the LTA 1954 is excluded, except to the extent that the legislation prevents that right being excluded. Set-off The Annual Rent and all other amounts due under this lease shall be paid by the Tenant or any guarantor (as the case may be) in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Registration of this lease Promptly following the grant of this lease, the Certificate Administrator and their respective counsel; (iv) Tenant shall apply to register this lease at the fees and disbursements of a firm of certified public accountants selected Land Registry. The Tenant shall ensure that any requisitions raised by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses Land Registry in connection with the qualification or exemption that application are dealt with promptly and properly. Within ten days after completion of the Certificates under state securities registration, the Tenant shall send the Landlord official copies of its title. The Tenant shall not: apply to the Land Registry to designate this lease as an exempt information document; object to an application by the Landlord to the Land Registry to designate this lease as an exempt information document; or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates apply for investment by institutional investors in any jurisdiction and the preparation an official copy of any legal investment survey, including reasonable fees and disbursements exempt information document version of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserlease.

Appears in 1 contract

Samples: www.legalally.co.uk

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)

Costs. Whether Borrower shall pay all reasonable Costs incurred by Lender in connection with the documentation, modification, workout, collection or not this Agreement is terminatedenforcement of the Loan or any of the Loan Documents (as applicable), the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion including probate, appellate and bankruptcy proceedings, any post-judgment proceedings to be determined according collect or enforce any judgment or order relating to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans Loan or any of the Trust Fund Loan Documents (as applicable), and all such Costs shall be included as additional Indebtedness bearing interest from the “Cutdate incurred at the Default Rate set forth herein until paid. In any action to foreclose the lien hereof or otherwise enforce Lender's rights and remedies hereunder, there shall be allowed and included as additional Indebtedness all Costs which may be paid or incurred by or on behalf of Lender. For the purposes hereof "Costs" means all actual, out-off Date Pool Balance”of-pocket expenditures and expenses which may be paid or incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, reasonable attorneys' fees (including fees of Lender's inside counsel)) of , receivers' fees, appraisers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental consultants), all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses incurred in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment surveyforegoing, including reasonable fees and disbursements of counsel in connection therewith; (vii) the Lender's actual out-of-pocket costs and expenses related to any audit or inspection of the Mortgaged Property, outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as Lender may (in connection with printing (its reasonable discretion) deem necessary either to prosecute any action or otherwise reproducing) to evidence to bidders at any sale of the partnership interests in Borrower the true condition of the title to, or the value of, the Mortgaged Property. Further, all "Costs" shall include such other actual out-of-pocket costs, expenses and delivering fees as may be incurred by Lender in the protection of the Mortgaged Property and the maintenance of the lien of the Mortgage, including, attorneys' fees, expenses and costs in any litigation or proceeding affecting this Agreement, the Mortgage, the Note, the other Loan Documents, the Mortgaged Property or the personal property, including probate, appellate, and bankruptcy proceedings, and any post-judgment proceedings to collect or enforce any judgment or order relating to this Agreement and the furnishing to the Underwriters or the Initial Purchasersother Loan Documents, as applicableto obtain any court order or the appointment of a receiver to enforce Lender's rights or in preparation for the commencement or defense of any action or proceeding, of such copies of shall be immediately due and payable to Lender, with interest thereon from the Preliminary Prospectusdate incurred at the Default Rate, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred shall be secured by the Purchaser in connection with Mortgage. This provision is separate and several, and shall survive the filing merger of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserthis provision into any judgment.

Appears in 1 contract

Samples: Loan Agreement (RREEF Property Trust, Inc.)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Nomura Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) (a) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee (including reasonable attorneys' fees) and (b) any subsequent fees of the Certificate Administrator Trustee negotiated by the Depositor relating to the filings described in Section 8.17(b) of the Pooling and their respective counselServicing Agreement; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum, Class A-4M Memorandum, Class A-MM Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum, the Prospectus Class A-4M Memorandum, the Class A-MM Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust, Series 2007-C32)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Nomura Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Citigroup Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (ia) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing printing and delivering the Pooling and Servicing Agreement and this Agreement the Certificates; (b) the costs and expenses of printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iiic) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (ivd) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (e) the fees charged by the Rating Agencies to rate the Certificates so rated; (f) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vg) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (h) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (i) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Purchaser, the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)

Costs. Whether or not this Agreement is terminatedTickets shall pay all costs, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cutdisbursements and out-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and pocket expenses of the Purchaser in connection associated with the transactions contemplated hereinLitigation, including, including but not limited to: (i) to travel expenses, deposition costs, transcripts costs, expert witness fees, photocopying costs, facsimile costs, and telephone costs without regard to the costs and expenses outcome of the Purchaser in connection with Litigation. Unless other arrangements are made between the purchase of parties, "costs" shall also include the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the attorneys' fees and disbursements of a firm of certified public accountants selected by costs necessary for co-counsel XxXxxxxxx, Xxxxx Xxxxx & Xxxxxxx LLP to perform their role in the Purchaser and the Mortgage Loan Seller Litigation, including without limitation their role with respect to numerical information in respect SFX Entertainment, Inc. The costs shall be billed to Tickets by Xxxxxxx or the vendor providing such services on a monthly basis and shall be payable within thirty days of the Mortgage Loans and invoice date. On or before the Certificates included 210th day before the date schedule for the commencement of trial in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets Litigation (or any similar item"Trial Date"), including Xxxxxxx shall provide a written estimate of those costs, expenses and disbursements necessary for the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption conduct of the Certificates under state securities trial of the Litigation ("Trial Costs"). On or blue sky lawsbefore the 180th day before the Trial Date, including filing Tickets shall deposit with Xxxxxxx the full amount of the Trial Costs. On or before the 120th day before the Trial Date, Xxxxxxx shall issue a revised estimate of the Trial Costs. Within ninety days of the Trial Date, Tickets shall pay any additional amount for Trial Costs as set forth in the revised estimate. If Tickets fails to make any required deposit of Trial Costs (to a maximum of $2.5 million plus costs related to estimated fees and reasonable fees costs of McCutchen, Xxxxx, Xxxxx & Xxxxxxx) set forth in the preceding paragraph, Xxxxxxx, in its sole and disbursements of unfettered discretion, may withdraw as counsel in connection therewith; (vi) the costs and expenses Litigation. Within fourteen days of Tickets' receipt of Xxxxxxx'x election to withdraw, Tickets shall substitute other lawyers as Tickets' counsel in connection with the Litigation. If Tickets fails to make any determination of the eligibility required deposits of the Certificates Trial Costs set forth above and further fails to substitute new counsel as set forth above, Tickets consents, agrees and covenants that Xxxxxxx may withdraw as counsel of record for investment by institutional investors Tickets and will not oppose, in any jurisdiction and the preparation of fashion or form, any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred motion made by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date Xxxxxxx in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses Litigation to withdraw as counsel of special counsel to the Purchaserrecord for Tickets.

Appears in 1 contract

Samples: Letter Agreement (Tickets Com Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser or any other Person to the percentage extent that the aggregate Cut-off Date Balance of Purchaser or such other Person shall pay) all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all necessary and reasonable costs and expenses of incurred directly in delivering this Agreement, the Purchaser in connection with Indenture, the transactions contemplated hereinNotes, includingthe prospectus, but not limited to: (i) the costs free writing prospectus, the prospectus supplement and expenses of private placement memorandum relating to the Purchaser in connection with Securities and other related documents, the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented set-up initial fees, costs and expenses of the Trustee, the Certificate Securities Administrator and their respective counsel; (iv) the Indenture Trustee set forth in an engagement letter delivered to the Seller by the Securities Administrator, the fees and disbursements expenses of a firm the Purchaser’s counsel in connection with the preparation of certified public accountants selected all documents relating to the securitization of the HELOCs, the filing fee charged by the Purchaser Securities and Exchange Commission for registration of the Notes, the fees charged by any rating agency to rate the Securities and the Mortgage Loan Seller with respect to numerical information in respect ongoing expenses of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any Rating Agencies. All other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification transactions contemplated hereunder shall be borne by the party incurring such expense. SECTION 11. Obligations of National City Mortgage Co. in Respect of Converted HELOCs. (a) National City Mortgage Co. will repurchase any Converted HELOC (without regard to whether the conversion was optional or exemption automatic and without regard to whether the Converted HELOC was Delinquent or not), on the last day of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel calendar month in connection therewith; which such HELOC has become a Converted HELOC at a price equal to (vii) the costs and expenses in connection with any determination unpaid Principal Balance of the eligibility HELOC plus (ii) interest on such unpaid Principal Balance at the Loan Rate from the date to which interest has been paid and distributed to the Purchaser to the first day of the Certificates month following repurchase plus (iii) any unreimbursed Servicing Advances. Any repurchase of a Converted HELOC pursuant to this Section 11 shall be accompanied by deposit in the Custodial Account of the amount of the repurchase price set forth above (after deducting therefrom any amounts received in respect of such repurchased HELOC and being held in the Custodial Account for investment by institutional investors future distribution). Upon the Custodian’s receipt of notice of the deposit of the purchase price of the Custodial Account, the Custodian shall deliver the related Mortgage File to National City Mortgage Co. and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Originator all right, title and interest in any jurisdiction and the preparation of Converted HELOC pursuant to this Section. (b) Notwithstanding that a HELOC becomes a Converted HELOC in any legal investment surveymonth, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering such Converted HELOC shall remain subject to this Agreement and the furnishing Servicing Agreement until such Converted HELOC is purchased by National City Mortgage Co. pursuant to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar itemSection 11(a) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserhereof. SECTION 12.

Appears in 1 contract

Samples: Custodial Agreement

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C21)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Xxxxxxx Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Bank, National Association Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C29)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-off Date Balance of all the mortgage loans of Trust Mortgage Loans to be included in the Trust Fund (the “Cut-off Date Pool Balance”)Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, preliminary and final versions of the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Supplement, including the cost of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) Supplement and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; and (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special [Sidley Austin llp][Cadwalader, Xxxxxxxxxx & Xxxx LLP], as counsel to the Purchaser.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchaser; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)

Costs. Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in In connection with the transactions contemplated hereinunder this Agreement and the Pooling and Servicing Agreement, including, but not limited to: the Unaffiliated Seller shall promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (i) the costs fees and expenses disbursements of the Purchaser in connection with the purchase of the Mortgage LoansUnaffiliated Seller's counsel; (ii) the costs and expenses fees of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the CertificatesDepositor's counsel, not to exceed $175,000; (iii) the reasonable fees and documented set-up fees, costs and expenses disbursements of the TrusteeErnst & Young, the Certificate Administrator Unaffiliated Seller's independent certified public accountants, in rendering a comfort letter in connection with the Prospectus Supplement and their respective counselin comforting the Derived Information; (iv) the fees of Standard & Poor's Ratings Group and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary ProspectusXxxxx'x Investors Service, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such itemsInc.; (v) the fees of the Trustee and the Trust Administrator, the fees and disbursements of the Trustee's and the Trust Administrator's counsel, if any and the fees of the Trustee and the Trust Administrator for custodial acceptance and loan deposit; (vi) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Certificates; (vii) fees and expenses relating to the filing of documents with the Securities and Exchange Commission (including without limitation periodic reports under the Exchange Act); (viii) the shelf registration amortization fee paid in connection with the issuance of Certificates; and (ix) to the extent not covered above, all of the initial upfront expenses of the Depositor and the Underwriter including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan File. The Unaffiliated Seller also will promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred) all of the initial upfront expenses of the Certificate Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Loan File. All other costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expenses.

Appears in 1 contract

Samples: Prudential Securities Secured Financing Corp

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according Purchaser to the percentage extent that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to Purchaser has paid) the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited tofollowing amounts: (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Purchaser, the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a Prospectus, Preliminary Prospectus Supplement and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related items similar to Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Wachovia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Prospectus Supplement, the Preliminary Private Placement Memorandum and the Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C27)

Costs. Whether or not this Each party will bear its own costs for any matter referred to an expert hereunder and, in the absence of express provision in the Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated hereincontrary, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with expert will be shared equally by the purchase parties. For greater certainty, the release of the Mortgage Loans; (ii) Products for sale or distribution under the costs applicable marketing approval for the Products will not by itself indicate compliance by Patheon with its obligations for the Manufacturing Services and expenses of reproducing and delivering the Pooling and Servicing Agreement and further that nothing in this Agreement and printing (including this Schedule E) will remove or otherwise reproducing) and delivering limit the Certificates; (iii) the reasonable and documented set-up fees, costs and expenses authority of the Trustee, the Certificate Administrator and their respective counsel; relevant qualified person (iv) the fees and disbursements of a firm of certified public accountants selected as specified by the Purchaser and Quality Agreement) to determine whether the Mortgage Loan Seller with respect Products are to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectusbe released for sale or distribution. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, the Preliminary Private Placement MemorandumWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost of obtaining any agreed-HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] SCHEDULE F COMMERCIAL QUALITY AGREEMENT To be mutually agreed upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] SCHEDULE G (Reserved) [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] SCHEDULE H MONTHLY ACTIVE MATERIALS INVENTORY REPORT TO: POZEN INC. FROM: PATHEON PHARMACEUTICALS INC. RE: Active Materials monthly inventory report under Section 2.2(a) of the Manufacturing Services Agreement dated December 9, 2011 (the "Agreement") Reporting month: Active Materials on hand at beginning of month: kg (A) Active Materials on hand at end of month: kg (B) Quantity Received during month: kg (C) Quantity Dispensed1 during month: kg (A + C – B) Quantity Converted during month: kg (total Active Materials in Products produced and (xinot rejected, recalled or returned) Capitalized terms used in this report have the reasonable fees and expenses of special counsel meanings given to the Purchaser.terms in the Agreement. PATHEON PHARMACEUTICALS INC. DATE: Per: Name: Title:

Appears in 1 contract

Samples: Manufacturing Services Agreement (Pozen Inc /Nc)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Seller Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) Balance the exact amount of all costs which shall be as set forth in or determined pursuant to the memorandum of understanding to which the Seller and expenses of the Purchaser in connection (or affiliates thereof) are parties with respect to the transactions contemplated herein, including, but not limited to: by this Agreement): (i) the costs and expenses of delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, Trustee and the Certificate Administrator (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and their respective counselthe Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)customary offering materials, including the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewith; (vii) to the Dealers. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Artesia Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C23)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate JPMorgan Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Nomura Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a final Prospectus, Term Sheet, Preliminary Prospectus Supplement, each other Free Writing Prospectus, Preliminary Memorandum and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary any Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item)Memorandum, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C23)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller's pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s 's pro rata portion to be determined according to the percentage that the aggregate Cut-off Date PNC Bank Mortgage Loan Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys' fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters "comfort letters" with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any "Blue Sky" survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller's Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2004-C2)

Costs. Whether The Seller shall pay (or not this Agreement is terminated, shall reimburse the Mortgage Loan Seller will pay its Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata share portion of the aggregate of the following amounts (the Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Nomura Mortgage Loan Balance represents as of the Cut-off Date Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of the Trust Fund (the “Cut-off Off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: ): (i) the costs and expenses of printing and delivering the Purchaser in connection with Pooling and Servicing Agreement and the purchase of the Mortgage LoansCertificates; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the reasonable and documented set-up initial fees, costs costs, and expenses of the Trustee, the Certificate Administrator and their respective counselTrustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus Memorandum and the Private Placement Memorandum any related Computational Materials or any other marketing materials or structural and collateral term sheets (or any similar item)ABS Term Sheets, including in respect of the cost of obtaining any agreed-upon procedures letters “comfort letters” with respect to such items; (vvii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) , in connection with the costs preparation of any “Blue Sky” survey and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including ; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel in connection therewithto the Underwriters or Initial Purchasers; provided, however, Seller shall pay (viior shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to such Seller’s Mortgage Loans. All other costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all registration fees incurred transactions contemplated hereunder shall be borne by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaserparty incurring such expense.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C21)

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