Common use of Taxes Affecting Collateral Clause in Contracts

Taxes Affecting Collateral. The Debtor shall pay or cause to be paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of the Lender in the Inventory Deed of Trust or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "Impositions"). Upon request by the Lender, the Debtor shall deliver to the Lender receipts or other satisfactory proof of payment of any Impositions. The Debtor shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, the Debtor shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trust, this Agreement, any of the other Security Documents or any of the other Collateral. The Debtor shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trust, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.

Taxes Affecting Collateral. The Debtor shall pay or cause to be paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality upon or against any of the Collateral or the use, occupancy or possession of any the Resort, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of the Lender in the Pledged Notes Receivable, the Pledged Note Receivable Deeds of Trust or the Inventory Deed of Trust or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "Impositions"). Upon request by the Lender, the Debtor shall deliver to the Lender receipts or other satisfactory proof of payment of any Impositions. The Debtor shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any the Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, the Debtor shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trust, this Agreement, any of the other Security Documents or any of the other Collateral. The Debtor shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trust, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.

Taxes Affecting Collateral. The Debtor Borrower shall pay or or, as provided in the applicable Declaration, cause the applicable Owner's Association to be paidpay, on or before the last day when LOAN AND SECURITY AGREEMENT they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of the Lender in the Inventory Deed Contracts, any of Trust the contracts of purchase in respect of the Timeshare Units or any Mortgage or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor Borrower to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "ImpositionsIMPOSITIONS"). Upon request by the Lender, Borrower shall deliver, or cause the Debtor shall deliver applicable Owner's Association to the deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. The Debtor Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, the Debtor Borrower shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trusteach Mortgage, this Agreement, any of the other Security Documents Documents, the Timeshare Mortgages or any of the other Collateral. The Debtor Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trusteach Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorum taxes addressed below) by appropriate proceedings diligently LOAN AND SECURITY AGREEMENT and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorum taxes addressed below) in accordance with this section if, and only so long as:

Taxes Affecting Collateral. The Debtor Borrower shall pay or or, as provided in the applicable Declaration, cause the applicable Owner's Association to be paidpay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of the Lender in the Inventory Deed Purchase Agreements, any of Trust the contracts of purchase in respect of the Timeshare Units or any Mortgage or any other item of Collateral (provided that this Section 3.7 3.8 shall not be construed to require the Debtor Borrower to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "“Impositions"”). Upon request by the Lender, Borrower shall deliver, or cause the Debtor shall deliver applicable Owner's Association to the deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. The Debtor Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, the Debtor Borrower shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trusteach Mortgage, this Agreement, any of the other Security Documents Documents, the Timeshare Mortgages or any of the other Collateral. The Debtor Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trusteach Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:

Taxes Affecting Collateral. The Debtor Borrower shall pay or or, as provided in the applicable Declaration, cause the applicable Owner’s Association to be paidpay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of the Lender in the Inventory Deed Contracts, any of Trust the contracts of purchase in respect of the Timeshare Units or any Mortgage or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor Borrower to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "“Impositions"”). Upon request by the Lender, Borrower shall deliver, or cause the Debtor shall deliver applicable Owner’s Association to the deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. The Debtor Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, the Debtor Borrower shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trusteach Mortgage, this Agreement, any of the other Security Documents Documents, the Timeshare Mortgages or any of the other Collateral. The Debtor Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trusteach Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorum taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner’s Association to pay, any such Impositions (other than ad valorum taxes addressed below) in accordance with this section if, and only so long as:

Taxes Affecting Collateral. The Debtor Unless contested by Borrowers as set forth below, Borrowers shall pay or cause to be paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality upon or against any of the Collateral or the use, occupancy or possession of any Resortthe Property, or upon or against this Agreement, the Note any Notes or the other Security Documents, the Obligations or the interest of Agent or the Lender Lenders in the Inventory Deed of Trust Acquisition Contracts, or the Mortgages or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor Borrowers to pay any income tax imposed upon the general income of the LenderAgent and/or Lenders), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, including any such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed in respect of any Collateral located outside of the United States, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "“Impositions"”). Upon request by the LenderAgent, the Debtor Borrowers shall deliver or cause to the Lender be delivered to Agent receipts or other satisfactory proof of payment of any Impositions. The Debtor Borrowers shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender Agent in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender Agent and/or Lenders in respect of the Obligations (excluding from any such determination of net income or profits any reduction in such net income or profits attributable to a change in taxes imposed on, or measured by, the net income or profits of the LenderAgent and/or Lenders), then, upon request by the LenderAgent, the Debtor Borrowers shall pay to the Lender Agent or to the taxing authority (if so directed by the LenderAgent), all taxes, charges and related costs for which the Agent or any Lender may be liable as a result thereof; provided, however, that Borrowers shall be afforded the opportunity to contest the validity of the additional taxes, charges or related costs in the manner described below. The Debtor Consolidated Amended and Restated Loan and Security Agreement Borrowers shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of TrustMortgages, this Agreement, any of the other Security Documents or any of the other Collateral. The Debtor Borrowers shall pay or cause to be paid when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of TrustMortgages, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any of the Inventory Deed of Trust Mortgages, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender Agent and/or Lenders with respect thereto.. Borrowers shall have the right, at their sole expense, to contest the validity of any such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, Impositions, liabilities, obligations or encumbrances by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrowers shall not be required to pay any such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances in accordance with this section if, and only so long as:

Taxes Affecting Collateral. The Debtor Borrower shall pay or or, as provided in the Declarations, cause the Associations to be paidpay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality upon or against any of the Collateral or the use, occupancy or possession of any ResortProject, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of the Lender Administrative Agent or the Lenders in the Inventory Deed Contracts, any of Trust the contracts of purchase in respect of the Residential Units and/or Commercial Units or the Blanket Mortgages or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor Borrower to pay any income tax imposed upon the general income of the LenderAdministrative Agent or the Lenders), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "Impositions"). Upon request by the LenderAdministrative Agent, the Debtor Borrower shall deliver deliver, or cause the Associations to deliver, to the Lender Administrative Agent receipts or other satisfactory proof of payment of any Impositions. The Debtor Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort Project by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust Blanket Mortgages or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to any of the Lender Lenders in respect of its Pro Rata Share of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the such Lender), then, upon request by the such Lender, the Debtor Borrower shall pay to the such Lender or to the taxing authority (if so directed by the such Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor Borrower shall pay, or cause to be paid, when due, any and all recording (deed of trust, mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of TrustBlanket Mortgages, this Agreement, any of the other Security Documents Documents, the Quartershare Mortgages or any of the other Collateral. The Debtor Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of TrustBlanket Mortgages, any Quartershare Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust Blanket Mortgages, any Quartershare Mortgage or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.

Taxes Affecting Collateral. The Debtor GSRP shall pay or or, as provided in the Declarations, cause the Associations to be paidpay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality upon or against any of the Collateral or the use, occupancy or possession of any ResortProject, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of the Lender Administrative Agent or the Lenders in the Inventory Deed Contracts, any of Trust the contracts of purchase in respect of the Commercial Units or the Blanket Mortgages or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor GSRP to pay any income tax imposed upon the general income of the LenderAdministrative Agent or the Lenders), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "Impositions"). Upon request by the LenderAdministrative Agent, GSRP shall deliver, or cause the Debtor shall deliver Associations to deliver, to the Lender Administrative Agent receipts or other satisfactory proof of payment of any Impositions. The Debtor GSRP shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort Project by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust Blanket Mortgages or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to any of the Lender Lenders in respect of the its Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the such Lender), then, upon request by the such Lender, the Debtor GSRP shall pay to the such Lender or to the taxing authority (if so directed by the such Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor GSRP shall pay, or cause to be paid, when due, any and all recording (deed of trust, mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of TrustBlanket Mortgages, this Agreement, any of the other Security Documents Documents, the Quartershare Mortgages or any of the other Collateral. The Debtor GSRP shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of TrustBlanket Mortgages, any Quartershare Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust Blanket Mortgages, any Quartershare Mortgage or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.

Taxes Affecting Collateral. 26 32 The Debtor shall pay or cause to be paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality upon or against any of the Collateral or the use, occupancy or possession of any the Resort, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of the Lender in the Pledged Notes Receivable, the Pledged Note Receivable Deeds of Trust or the Inventory Deed of Trust or any other item of Collateral (provided that this Section 3.7 shall not be construed to require the Debtor to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the "Impositions"). Upon request by the Lender, the Debtor shall deliver to the Lender receipts or other satisfactory proof of payment of any Impositions. The Debtor shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any the Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of the Inventory Deed of Trust or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, the Debtor shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Debtor shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trust, this Agreement, any of the other Security Documents, the Receivable Loan Security Documents or any of the other Collateral. The Debtor shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, the Inventory Deed of Trust, any Pledged Note Receivable Deed of Trust, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust, any Pledged Note Receivable Deed of Trust or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto.