Common use of Certain Costs and Expenses Clause in Contracts

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AAA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AAB) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxxx & Xxxx Milbank LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) of incurred by the Liquidity Provider in connection with the any modification or amendment of, or supplement to, this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith therewith) (whether or not any of the same shall become effective) or any waiver or consent thereunder (whether or not requested by the same shall be effective)Airlines, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class AA) (American Airlines 2017-2 Aircraft EETC) negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or Revolving Credit Agreement (Class A) (American Airlines 2017-1 Aircraft EETC) determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, Revolving Credit Agreement (Class A) (2019-1 EETC) bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) of incurred by the Liquidity Provider in connection with the any modification or amendment of, or supplement to, this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith therewith) (whether or not any of the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective)requested by JetBlue, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class B) (American Airlines 2016-2 Aircraft EETC) negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class A) (American Airlines 2016-1 Aircraft EETC) negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Winthrop Revolving Credit Agreement (Class A) (American Airlines 2017-2 Aircraft EETC) Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AAB) (American Airlines 20192017-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Winthrop Revolving Credit Agreement (Class B) (2020-1 EETC) Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) of incurred by the Liquidity Provider in connection with the any modification or amendment of, or supplement to, this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith therewith) (whether or not any of the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective)requested by JetBlue, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative AgreementsAgreements and any other document delivered in connection therewith, any waiver or consent thereunder or any amendment thereofthereof (including any amendment relating to the replacement of the London Interbank Offered Rate as a component of the LIBOR Rate or otherwise in connection with a Benchmark Replacement Event or the establishment of a Benchmark Replacement Rate), (b) if a Liquidity Event of Default occurs, or otherwise in connection with the enforcement of any Operative Agreement, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of a single legal counsel, in connection with such Liquidity Event of Default or enforcement and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and therewith, (c) on demandto the extent not paid by FedEx, all reasonable costs and any expenses (incurred by the Liquidity Provider, including reasonable counsel fees and expensesdisbursements of counsel, in connection with the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.05(d)(i) of the Intercreditor Agreement, and (d) any and all expenses incurred by the Liquidity Provider in connection with the modification any action or amendment ofproceeding relating to any order, injunction, or supplement toother process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, this the Intercreditor Agreement or any other Operative Agreement or such other documents which may be delivered otherwise affecting the application of funds in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative AgreementAA Cash Collateral Account. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.. Revolving Credit Agreement (Class AA) (2020-1 EETC)

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class A) (American Airlines 2016-3 Aircraft EETC) 4825-8729-0680.v3 negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, 26 Revolving Credit Agreement (Class B) (American Airlines 2016-3 Aircraft EETC) negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on Revolving Credit Agreement (Class B) (2019-1 EETC) demand, all reasonable costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) of incurred by the Liquidity Provider in connection with the any modification or amendment of, or supplement to, this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith therewith) (whether or not any of the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective)requested by JetBlue, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or Revolving Credit Agreement (Class AA) (American Airlines 2017-1 Aircraft EETC) determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) of incurred by the Liquidity Provider in connection with the any modification or amendment of, or supplement to, this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith therewith) (whether or not any of the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective)requested by JetBlue, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such Revolving Credit Agreement (Class A) (American Airlines 2017-1 Aircraft EETC) costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such Revolving Credit Agreement (Class B) (American Airlines 2017-1 Aircraft EETC) costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such Revolving Credit Agreement (Class AA) (American Airlines 2017-1 Aircraft EETC) costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Winthrop Revolving Credit Agreement (Class A) (2020-1 EETC) Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) of incurred by the Liquidity Provider in connection with the any modification or amendment of, or supplement to, this Agreement or any other Operative Agreement (or such other documents which may be delivered in connection herewith or therewith therewith) (whether or not any of the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective)requested by JetBlue, unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under this Agreement or any other Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class AA) (American Airlines 2016-3 Aircraft EETC) 0000-0000-0000.v3 negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative AgreementsAgreements and any other document delivered in connection therewith, any waiver or consent thereunder or any amendment thereofthereof (including any amendment relating to the replacement of the London Interbank Offered Rate as a component of the LIBOR Rate or otherwise in connection with a Benchmark ReplacementTransition Event or the establishment of a Benchmark Replacement Rate), (b) if a Liquidity Event of Default occurs, or otherwise in connection with the enforcement of any Operative Agreement, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of a single legal counsel, in connection with such Liquidity Event of Default or enforcement and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and therewith, (c) on demandto the extent not paid by FedEx, all reasonable costs and any expenses (incurred by the Liquidity Provider, including reasonable counsel fees and expensesdisbursements of counsel, in connection with the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.05(d)(i) of the Intercreditor Agreement, and (d) any and all expenses incurred by the Liquidity Provider in connection with the modification any action or amendment ofproceeding relating to any order, injunction, or supplement toother process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, this the Intercreditor Agreement or any other Operative Agreement or such other documents which may be delivered otherwise affecting the application of funds in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative AgreementAA Cash Collateral Account. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes or fees.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class B) (American Airlines 2016-1 Aircraft EETC) negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.

Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, special counsel for the Liquidity Provider, in connection with the preparation, Revolving Credit Agreement (Class AA) (American Airlines 2016-1 Aircraft EETC) negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof, (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith and (c) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), unless such costs or expenses arise as a result of the negligence of the Liquidity Provider or any breach by Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) the Liquidity Provider of its obligations under any Operative Agreement. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes taxes or fees. The Borrower agrees to pay certain costs and expenses of a Replacement Liquidity Facility as provided in the Fee Letter.