Common use of FEES AND EXPENSES; CERTAIN TAXES Clause in Contracts

FEES AND EXPENSES; CERTAIN TAXES. (a) Borrower shall reimburse the Agents for all reasonable out-of- pocket expenses incurred in connection with the preparation, negotiation, execution, delivery and syndication of the Loan Documents (including the reasonable fees and expenses of the Agents' special counsel, advisors, consultants and auditors retained in connection with the Loan Documents and advice in connection therewith). Borrower shall reimburse the Administrative Agent (and, with respect to clauses (iii), (iv) and (v) below, all Lenders) for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) wire transfer fees and other costs of the forwarding to Borrower or any other Person on behalf of Borrower by the Administrative Agent of the proceeds of the Loans; (ii) any amendment, modification or waiver of, or consent with respect to, any of the Loan Documents or advice in connection with the administration of the Loans made pursuant hereto or its rights hereunder or thereunder; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Administrative Agent, the Syndication Agent, any Lender, Borrower, any other Credit Party or any other Person) in any way relating to the Collateral, any of the Loan Documents or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Borrower, any other Credit Party or any other Person that may be obligated to Lenders or the Agents by virtue of the Loan Documents, including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default; provided, that Borrower shall not be liable to reimburse -------- the Administrative Agent, the Syndication Agent or any Lender for any such fees, costs or expenses incurred by it in the defense of any Claim as to which such Person would not be entitled to indemnification by virtue of the proviso to Section 1.14(a). --------------- (iv) any attempt to enforce any remedies of the Administrative Agent or any Lender against any or all of the Credit Parties or any other Person that may be obligated to the Administrative Agent or any Lender by virtue of any of the Loan Documents; (v) any work-out or restructuring of the Loans during the pendency of one or more Events of Default; or (vi) any efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral after the occurrence and during the continuance of an Event of Default; including all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings; and all reasonable out-of-pocket expenses, costs, charges and other fees incurred by such counsel and others in any way or respect arising in connection with or relating to any of the events or actions described in this Section 11.03 shall be payable, on demand, by Borrower to the Agents or ------------- Lenders, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) In addition, Borrower agrees to pay any present or future intangible personal property, stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery, recording or registration of, or otherwise with respect to, this Agreement, any of the Mortgages or any of the other Collateral Documents or Loan Documents or any other matter contemplated by this Agreement, within ten (10) Business Days after demand by the Administrative Agent or any Lender therefor (including penalties, interest and expenses arising therefrom or with respect thereto), whether or not such taxes were correctly or legally asserted.

FEES AND EXPENSES; CERTAIN TAXES. (a) Borrower shall reimburse the Agents for all reasonable out-of- of-pocket expenses incurred in connection with the preparation, negotiation, execution, delivery and syndication of this Agreement and the other Loan Documents (including the reasonable fees and expenses of the Agents' special counsel, advisors, consultants and auditors retained in connection with this Agreement and the other Loan Documents and advice in connection therewith). Borrower shall reimburse the Administrative Agent (and, with respect to clauses (iii), (iv) and (v) below, all Lenders) for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) wire transfer fees and other costs of the forwarding to Borrower or any other Person on behalf of Borrower by the Administrative Agent of the proceeds of the LoansRevolving Credit Loan; (ii) any amendment, modification or waiver of, or consent with respect to, any of the Loan Documents or advice in connection with the administration of the Loans Revolving Credit Loan made pursuant hereto or its rights hereunder or thereunder; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Administrative Agent, the Syndication Agent, any Lender, Borrower, any other Credit Party or any other Person) in any way relating to the Collateral, any of the Loan Documents or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Borrower, any other Credit Party or any other Person that may be obligated to Lenders or the Agents by virtue of the Loan Documents, including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans Revolving Credit Loan during the pendency of one or more Events of Default; providedPROVIDED, that Borrower shall not be liable to reimburse -------- the Administrative Agent, the Syndication Agent or any Lender for any such fees, costs or expenses incurred by it in the defense of any Claim as to which such Person would not be entitled to indemnification by virtue of the proviso to Section 1.14(aSECTION 1.12(A). ---------------. (iv) any attempt to enforce any remedies of the Administrative Agent or any Lender against any or all of the Credit Parties or any other Person that may be obligated to the Administrative Agent or any Lender by virtue of any of the Loan Documents; (v) any work-out or restructuring of the Loans Revolving Credit Loan during the pendency of one or more Events of Default; or (vi) any efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral after the occurrence and during the continuance of an Event of Default; including all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings; and all reasonable out-of-pocket expenses, costs, charges and other fees incurred by such counsel and others in any way or respect arising in connection with or relating to any of the events or actions described in this Section SECTION 11.03 shall be payable, on demand, by Borrower to the Agents or ------------- Lenders, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) In addition, Borrower agrees to pay any present or future intangible personal property, stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Revolving Credit Notes or from the execution, delivery, recording or registration of, or otherwise with respect to, this Agreement, any of the Mortgages or any of the other Collateral Documents or Loan Documents or any other matter contemplated by this Agreement, within ten (10) Business Days after demand by the Administrative Agent or any Lender therefor (including penalties, interest and expenses arising therefrom or with respect thereto), whether or not such taxes were correctly or legally asserted.

FEES AND EXPENSES; CERTAIN TAXES. (a) Borrower The Company shall reimburse the Agents GE Capital for all reasonable out-of- of-pocket expenses incurred in connection with the preparation, negotiation, execution, delivery and syndication of the Loan Bridge Note Documents (including the reasonable fees and expenses of the Agents' GE Capital's special counsel, advisors, consultants and auditors retained in connection with the Loan Bridge Note Documents and advice in connection therewith). Borrower The Company shall reimburse the Administrative Agent GE Capital (and, with respect to clauses (iii), (iv) and (v) below, all LendersHolders) for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors to the Holders (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) wire transfer fees and other costs of the forwarding to Borrower the Company or any other Person on behalf of Borrower the Company by the Administrative Agent of the proceeds of the LoansBridge Notes; (ii) any amendment, modification or waiver of, or consent with respect to, any of the Loan Bridge Note Documents or advice in connection with the administration of the Loans made pursuant hereto transactions contemplated by the Bridge Note Documents or its the rights hereunder or of the Holders thereunder; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Administrative Agentany Holder, the Syndication Agent, any Lender, BorrowerCompany, any other Credit Party or any other Person) in any way relating to the Collateral, any of the Loan Bridge Note Documents or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against BorrowerCompany, any other Credit Party or any other Person that may be obligated to Lenders or the Agents Holders by virtue of the Loan Bridge Note Documents, including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans Bridge Notes during the pendency of one or more Events of Default; providedPROVIDED, that Borrower Company shall not be liable to reimburse -------- the Administrative Agent, the Syndication Agent or any Lender Holder for any such fees, costs or expenses incurred by it in the defense of any Claim as to which such Person Holder would not be entitled to indemnification by virtue of the proviso to Section 1.14(a). ---------------SECTION 12.17; (iv) any attempt to enforce any remedies of the Administrative Agent or any Lender Holder against any or all of the Credit Parties or any other Person that may be obligated to the Administrative Agent or any Lender Holder by virtue of any of the Loan Bridge Note Documents; (v) any work-out or restructuring of the Loans Bridge Note Documents during the pendency of one or more Events of Default; or (vi) any efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral after the occurrence and during the continuance of an Event of Default; including all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings; and all reasonable out-of-pocket expenses, costs, charges and other fees incurred by such counsel and others in any way or respect arising in connection with or relating to any of the events or actions described in this Section 11.03 SECTION 12.03 shall be payable, on demand, by Borrower the Company to the Agents or ------------- Lendersrespective Holders, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) In addition, Borrower the Company agrees to pay any present or future intangible personal property, stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the sale or delivery of the Bridge Notes by the Company to Purchasers pursuant to this Agreement, the issuance of Common Stock to Holders of Series A Bridge Notes pursuant to Section 3.04 hereof, any payment made hereunder or under the Bridge Notes or from the execution, delivery, recording or registration of, or otherwise with respect to, this Agreement, any of the Mortgages or any of the other Collateral Documents or Loan Bridge Note Documents or any other matter contemplated by this Agreement, within ten (10) Business Days after demand by the Administrative Agent or any Lender Holder therefor (including penalties, interest and expenses arising therefrom or with respect thereto), whether or not such taxes were correctly or legally asserted.

FEES AND EXPENSES; CERTAIN TAXES. (a) Borrower The Company shall reimburse the Agents for all reasonable out-of- pocket expenses incurred in connection with the preparation, negotiation, execution, delivery and syndication of the Loan Documents (including the reasonable fees and expenses of the Agents' special counsel, advisors, consultants and auditors retained in connection with the Loan Documents and advice in connection therewith). Borrower shall reimburse the Administrative Agent (and, with respect to clauses (iii), (iv) and (v) below, all Lenders) Holders for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors to the Holders (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) wire transfer fees and other costs of the forwarding to Borrower or any other Person on behalf of Borrower by the Administrative Agent of the proceeds of the Loans; (ii) any amendment, modification or waiver of, or consent with respect to, any of the Loan Documents or advice in connection with the administration of the Loans made pursuant hereto or its rights hereunder or thereunder; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Administrative Agentany Holder, the Syndication Agent, any Lender, Borrower, any other Credit Party Company or any other Person) in any way relating to the Collateral, any of the Loan Bridge Note Documents or any other agreement to be executed or delivered in connection 35 42 therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Borrower, any other Credit Party Company or any other Person that may be obligated to Lenders or the Agents Holders by virtue of the Loan Bridge Note Documents, including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans Bridge Notes during the pendency of one or more Events of Default; providedPROVIDED, that Borrower Company shall not be liable to reimburse -------- the Administrative Agent, the Syndication Agent or any Lender Holder for any such fees, costs or expenses incurred by it in the defense of any Claim as to which such Person Holder would not be entitled to indemnification by virtue of the proviso to Section 1.14(a). ---------------SECTION 12.17; (ivii) any attempt to enforce any remedies of any Holder against the Administrative Agent or any Lender against any or all of the Credit Parties Company or any other Person that may be obligated to the Administrative Agent or any Lender Holder by virtue of any of the Loan Bridge Note Documents;; or (viii) any work-out or restructuring of the Loans Bridge Note Documents during the pendency of one or more Events of Default; or (vi) any efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral after the occurrence and during the continuance of an Event of Default; including all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings; and all reasonable out-of-pocket expenses, costs, charges and other fees incurred by such counsel and others in any way or respect arising in connection with or relating to any of the events or actions described in this Section 11.03 SECTION 12.03 shall be payable, on demand, by Borrower the Company to the Agents or ------------- Lendersrespective Holders, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) In addition, Borrower the Company agrees to pay any present or future intangible personal property, stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the sale or delivery of the Bridge Notes by the Company to Purchaser pursuant to this Agreement, any payment made hereunder or under the Bridge Notes or from the execution, delivery, recording or registration of, or otherwise with respect to, this Agreement, any of the Mortgages or any of the other Collateral Documents or Loan Bridge Note Documents or any other matter contemplated by this Agreement, within ten (10) Business Days after demand by the Administrative Agent or any Lender Holder therefor (including penalties, interest and expenses arising therefrom or with respect thereto), whether or not such taxes were correctly or legally asserted.