Common use of Fees and Expenses; Taxes Clause in Contracts

Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured Party: (i) the amount of any taxes that the Secured Party may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel), that the Secured Party may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to indemnify the Secured Party for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Secured Party s gross negligence or willful misconduct or a breach of any duty that the Secured Party has under this Agreement (after giving effect to Sections 15 and 22). Any such amount not paid to the Secured Party on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Secured Party or as otherwise required by law. (c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.

Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured PartyParties: (i) the amount of any transfer taxes that the Secured Party Parties may have been required to pay by reason on the grant of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel)experts, that the Secured Party Parties may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party Parties of any of its their rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and (iviii) the amount required to indemnify the Secured Party Parties for, or hold it them harmless and defend it them against, any loss, liability or out-of-pocket expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party Parties in connection with the Security Documents, except to the extent that such loss, liability or out-of-pocket expense arises from the Secured Party s Parties’ gross negligence negligence, bad faith or willful misconduct or a breach of any duty that the Secured Party has Parties have under this Agreement (after giving effect to Sections Section 15 and 22Section 21). Any such amount not paid to the Secured Party Parties on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such dayday under the SPV Intercompany Loan Agreements. (b) If any transfer tax, documentary stamp tax or other similar tax is payable in connection with any transfer or other transaction provided for in required by the Security Documents, then, unless otherwise consisting of expenses payable under Section 4(b) or accounted for in clause (ii) of the definition of Net Proceeds, the Borrower will pay such tax and provide any required tax stamps to the Secured Party Parties or as otherwise required by law. (c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.

Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured Party: (i) the amount of any taxes that the Secured Party may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel), that the Secured Party may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to indemnify the Secured Party for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Secured Party s Party’s gross negligence or willful misconduct or a breach of any duty that the Secured Party has under this Agreement (after giving effect to Sections 15 and 22). Any such amount not paid to the Secured Party on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Secured Party or as otherwise required by law. (c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.

Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured PartyParties: (i) the amount of any transfer taxes that the Secured Party Parties may have been required to pay by reason on the grant of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel)experts, that the Secured Party Parties may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any 35 (NY) 07865/002/RECAPITALIZATION/AIG.Recap.GPA.doc Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party Parties of any of its their rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and (iviii) the amount required to indemnify the Secured Party Parties for, or hold it them harmless and defend it them against, any loss, liability or out- of-pocket expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party Parties in connection with the Security Documents, except to the extent that such loss, liability or out-of-pocket expense arises from the Secured Party s Parties’ gross negligence negligence, bad faith or willful misconduct or a breach of any duty that the Secured Party has Parties have under this Agreement (after giving effect to Sections Section 15 and 2221). Any such amount not paid to the Secured Party Parties on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such dayday under the SPV Intercompany Loan Agreements. (b) If any transfer tax, documentary stamp tax or other similar tax is payable in connection with any transfer or other transaction provided for in required by the Security Documents, then, unless otherwise consisting of expenses payable under Section 4(b) or accounted for in clause (ii) of the definition of Net Proceeds, the Borrower will pay such tax and provide any required tax stamps to the Secured Party Parties or as otherwise required by law. (c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.

Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured PartyParties: (i) the amount of any transfer taxes that the Secured Party Parties may have been required to pay by reason on the grant of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel)experts, that the Secured Party Parties may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party Parties of any of its their rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and (iviii) the amount required to indemnify the Secured Party Parties for, or hold it them harmless and defend it them against, any loss, liability or out- of-pocket expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party Parties in connection with the Security Documents, except to the extent that such loss, liability or out-of-pocket expense arises from the Secured Party s Parties’ gross negligence negligence, bad faith or willful misconduct or a breach of any duty that the Secured Party has Parties have under this Agreement (after giving effect to Sections Section 15 and 2221). Any such amount not paid to the Secured Party Parties on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such dayday under the SPV Intercompany Loan Agreements. (b) If any transfer tax, documentary stamp tax or other similar tax is payable in connection with any transfer or other transaction provided for in required by the Security Documents, then, unless otherwise consisting of expenses payable under Section 4(b) or accounted for in clause (ii) of the definition of Net Proceeds, the Borrower will pay such tax and provide any required tax stamps to the Secured Party Parties or as otherwise required by law. (c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.

Fees and Expenses; Taxes. (a) The Borrower will forthwith upon demand pay to the Secured PartyParties: (i) the amount of any transfer taxes that the Secured Party Parties may have been required to pay by reason on the grant of the Transaction Liens or to free any Collateral from any other Lien thereon other than a Permitted Lien; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts (including the allocated fees of in-house counsel)experts, that the Secured Party Parties may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Secured Party Parties of any of its their rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Secured Party and that shall have become due and payable in accordance with such written agreement; and (iviii) the amount required to indemnify the Secured Party Parties for, or hold it them harmless and defend it them against, any loss, liability or out-of-pocket expense (including the reasonable fees and expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party Parties in connection with the Security Documents, except to the extent that such loss, liability or out-of-pocket expense arises from the Secured Party s Parties’ gross negligence negligence, bad faith or willful misconduct or a breach of any duty that the Secured Party has Parties have under this Agreement (after giving effect to Sections Section 15 and 2221). Any such amount not paid to the Secured Party Parties on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans for such dayday under the SPV Intercompany Loan Agreements. (b) If any transfer tax, documentary stamp tax or other similar tax is payable in connection with any transfer or other transaction provided for in required by the Security Documents, then, unless otherwise consisting of expenses payable under Section 4(b) or accounted for in clause (ii) of the definition of Net Proceeds, the Borrower will pay such tax and provide any required tax stamps to the Secured Party Parties or as otherwise required by law. (c) The provisions of this Section 13 shall survive repayment of the Secured Obligations.