Common use of Payment of Transaction Costs and Other Costs Clause in Contracts

Payment of Transaction Costs and Other Costs. If the transactions contemplated hereby are consummated, the Borrower shall pay all Transaction Costs and all Fees in accordance with Section 2.7 and Section 3.1 of the Disbursement Agreement (or upon such later date as agreed to by the Lenders), and in the event the transactions contemplated hereby do not close, the Borrower shall pay such Transaction Costs promptly upon receipt of invoices therefor. In addition, the Borrower shall pay or reimburse Collateral Agent, Trust Company, Arrangers and the Lenders for all other Transaction Costs and Fees and all other out-of-pocket costs and expenses (including reasonable attorneys fees) reasonably incurred in connection with: (a) entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty or termination of this Loan Agreement or any other Operative Document; (c) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (d) the enforcement of the rights or remedies under the Operative Documents; (e) further assurances requested pursuant to any Operative Documents; (f) any transfer by Collateral Agent or a Lender of any interest in the Operative Documents during the continuance of an Event of Default or pursuant to the syndication of the Notes by the Arrangers; and (g) the ongoing fees and expenses of Collateral Agent and Trust Company under the Operative Documents.

Payment of Transaction Costs and Other Costs. If the transactions contemplated hereby are consummated, the Borrower shall pay all Transaction Costs and all Fees shall be paid from Advances in accordance with Section 2.7 and Section 3.1 subject to the terms of the Disbursement Agreement (or upon such later date as agreed to by the Lenders), and in the event the transactions contemplated hereby do not close, the Borrower shall pay such Transaction Costs promptly upon receipt of invoices thereforthis Participation Agreement. In addition, the Borrower Lessee shall pay or reimburse Collateral Agent, Trust Company, Arrangers each of the other parties to this Participation Agreement other than the Lessee and the Lenders Construction Agent for all other Transaction Costs and Fees and all other reasonable out-of-pocket costs and expenses (including reasonable attorneys feesfees and expenses of special counsel) reasonably incurred in connection with: (a) entering intoany Casualty, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty Event of Loss or termination of this Loan Participation Agreement or any other Operative Document, or any extension, amendment, modification or waiver of or under this Participation Agreement or any other Operative Document whether or not such extension, amendment, modification or waiver is consummated; (cb) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (dc) the enforcement of the rights or remedies under the Operative Documents arising out of (i) any Lease Event of Default or Construction Agency Event of Default or (ii) any Loan Event of Default; (d) further assurances reasonably requested pursuant to Section 12.11 or any similar provision in other Operative Documents; (e) further assurances requested pursuant to any Operative Documents; (f) any transfer by Collateral Agent the Lessor to the Lessee or a Lender third-party purchaser under exercise of the Remarketing Option of any interest in the Operative Documents during the continuance of an Event of Default Facility (or pursuant to the syndication of the Notes any portion thereof permitted by the Arrangers; Operative Documents) in accordance with the Operative Documents, and (gf) the ongoing fees and expenses of Collateral Agent and Trust Company for which the Lessee is obligated under the Operative Documents. Subject to the provisions of Sections 7.3 and 11.2, all fees and expenses referenced in this Section 7.1 payable or incurred before or during the Construction Period shall be paid through Advances.

Payment of Transaction Costs and Other Costs. If the transactions contemplated hereby are consummated, the Borrower shall pay all Transaction Costs and all Fees in accordance with Section 2.7 SECTION 4.9 and Section 3.1 of the Disbursement Agreement 7.9 (or upon such later date as agreed to by the Lenders), and in the event the transactions contemplated hereby do not close, the Borrower shall pay such Transaction Costs promptly upon receipt of invoices therefor. In addition, the Borrower shall pay or reimburse Collateral Agent, Deed of Trust Trustee, Trust Company, Arrangers Arranger and the Lenders for all other Transaction Costs and Fees and all other out-of-pocket costs and expenses (including reasonable attorneys fees) reasonably incurred in connection with: (a) entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty or termination of this Loan Agreement or any other Operative Document; (c) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (d) the enforcement of the rights or remedies under the Operative Documents; (e) further assurances requested pursuant to Section 6(o) of the Parent Guaranty or any similar provision in other Operative Documents; (f) any transfer by Collateral Agent or a Lender of any interest in the Operative Documents during the continuance of an Event of Default or pursuant to the syndication of the Notes by the ArrangersArranger; and (g) the ongoing fees and expenses of Collateral Agent Agent, Deed of Trust Trustee and Trust Company under the Operative Documents.

Payment of Transaction Costs and Other Costs. If Whether or -------------------------------------------- not the transactions contemplated hereby are Overall Transaction is consummated, the Borrower Lessee shall pay all Transaction Costs and all Fees in accordance with Section 2.7 3.1(k) and Section 3.1 of all other fees, expenses and costs -------------- in accordance with the Disbursement Agreement (or upon such later date as agreed to by Operative Documents. If the Lenders), and in the event the transactions contemplated hereby do Overall Transaction does not close, the Borrower Lessee shall pay such Transaction Costs and such other costs promptly upon receipt of invoices therefor. In addition, the Borrower Lessee shall pay or reimburse Collateral AgentBank, Trust Company, Arrangers Lessor and the Lenders Certificate Purchasers for all other Transaction Costs and Fees and all other out-of-pocket costs and expenses (including reasonable attorneys feesallocated fees of internal counsel) reasonably incurred in connection with: (a) the entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty or termination of this Loan Agreement the Lease or any other Operative Document; (c) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (d) the enforcement of the rights or remedies under the Operative Documents; (e) further assurances requested pursuant to Section 11.1(m) or any similar provision in --------------- other Operative Documents; (f) any transfer by Collateral Agent Lessor or a Lender any Certificate Purchaser of any interest in the Operative Documents during the continuance of an Event of Default or pursuant to the syndication of the Notes by the ArrangersDefault; and (g) the ongoing fees and expenses of Collateral Agent and Trust Company for which Lessee is obligated under the Operative DocumentsDocuments (including, without limitation, the fees and expenses of Certificate Trustee).

Payment of Transaction Costs and Other Costs. If Transaction Costs shall be paid from Advances in accordance with and subject to Section 4.2(b). In addition, in the event that the transactions contemplated hereby are consummated, the Borrower shall pay all Transaction Costs and all Fees in accordance with Section 2.7 and Section 3.1 of the Disbursement Agreement (or upon such later date as agreed to by the Lenders), and in the event the transactions contemplated hereby do not close, the Borrower shall pay such Transaction Costs promptly upon receipt of invoices therefor. In addition, the Borrower Lessee shall pay or reimburse Collateral Agent, Trust Company, Arrangers each of the other parties to this Participation Agreement other than Lessee and the Lenders GS for all other Transaction Costs and Fees and all other reasonable out-of-pocket costs and expenses (including reasonable attorneys feesfees and expenses of special counsel) reasonably incurred in connection with: (a) entering intoany casualty, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty Event of Loss or termination of this Loan Participation Agreement or any other Operative Document, or any extension, amendment, modification or waiver of or under this Participation Agreement or any other Operative Document requested by Lessee or GS whether or not such extension, amendment, modification or waiver is consummated; (cb) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (dc) the enforcement of the rights or remedies under the Operative Documents arising out of (i) any Lease Event of Default or Construction Agency Event of Default or (ii) any Conduit Loan Event of Default or HSFC Loan Event of Default; (d) further assurances reasonably requested pursuant to Section 12.11 or any similar provision in other Operative Documents; (e) further assurances requested pursuant to any Operative Documents; (f) any transfer by Collateral Agent or a Lender Lessor of any interest in the Operative Documents during the continuance of an Event of Default Properties (or pursuant to the syndication of the Notes any portion thereof permitted by the ArrangersOperative Documents) in accordance with the Operative Documents; and (gf) the ongoing fees and expenses of Collateral Agent and Trust Company for which Lessee is obligated under the Operative Documents. Subject to the provisions of Sections 7.3 and 11.2, all fees and expenses referenced in this Section 7.1 payable or incurred before or during the Construction Period shall be paid through Advances.

Payment of Transaction Costs and Other Costs. If Transaction Costs shall be paid from Advances in accordance with and subject to Section 4.2(b). In addition, in the event that the transactions contemplated hereby are consummated, the Borrower shall pay all Transaction Costs and all Fees in accordance with Section 2.7 and Section 3.1 of the Disbursement Agreement (or upon such later date as agreed to by the Lenders), and in the event the transactions contemplated hereby do not close, the Borrower shall pay such Transaction Costs promptly upon receipt of invoices therefor. In addition, the Borrower Lessee shall pay or reimburse Collateral Agent, Trust Company, Arrangers each of the other parties to this Participation Agreement other than Lessee and the Lenders HGSI for all other Transaction Costs and Fees and all other reasonable out-of-pocket costs and expenses (including reasonable attorneys feesfees and expenses of special counsel) reasonably incurred in connection with: (a) entering intoany casualty, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty Event of Loss or termination of this Loan Participation Agreement or any other Operative Document, or any extension, amendment, modification or waiver of or under this Participation Agreement or any other Operative Document whether or not such extension, amendment, modification or waiver is consummated; (cb) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (dc) the enforcement of the rights or remedies under the Operative Documents arising out of (i) any Lease Event of Default or Construction Agency Event of Default or (ii) any Conduit Loan Event of Default; (d) further assurances reasonably requested pursuant to Section 12.11 or any similar provision in other Operative Documents; (e) further assurances requested pursuant to any Operative Documents; (f) any transfer by Collateral Agent or a Lender Lessor of any interest in the Operative Documents during the continuance of an Event of Default Properties (or pursuant to the syndication of the Notes any portion thereof permitted by the ArrangersOperative Documents) in accordance with the Operative Documents; and (gf) the ongoing fees and expenses of Collateral Agent and Trust Company for which Lessee is obligated under the Operative Documents. Subject to the provisions of Sections 7.3 and 11.2, all fees and expenses referenced in this Section 7.1 payable or incurred before or during the Construction Period shall be paid through Advances.

Payment of Transaction Costs and Other Costs. If the -------------------------------------------- transactions contemplated hereby are consummated, the Borrower Lessee shall pay all Transaction Costs and all Fees in accordance with Section 2.7 and Section 3.1 of the Disbursement Agreement (or upon such later date as agreed to by the Lenders3.1(f), and in the event the -------------- transactions contemplated hereby do not close, the Borrower Lessee shall pay such Transaction Costs promptly upon receipt of invoices therefor. In addition, the Borrower Lessee shall pay or reimburse Collateral Agent, Trust Company, Arrangers Agent and the Lenders Lessors for all other Transaction Costs and Fees and all other out-of-pocket costs and expenses (including reasonable attorneys feesallocated fees of internal counsel) reasonably incurred in connection with: (a) entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative DocumentsDocuments (including without limitation any legal services rendered in connection with or arising under Section 13.1); (b) any Casualty or termination ------------ of this Loan Agreement the Lease or any other Operative Document; (c) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (d) the enforcement of the rights or remedies under the Operative Documents; (e) further assurances requested pursuant to Section ------- 13.1(k) hereof or any similar provision in other Operative Documents; (f) any ------- transfer by Collateral Agent or a Lender Lessor of any interest in the Operative Documents during the continuance of and in connection with the exercise of remedies following an Event of Default or pursuant to the syndication of the Notes by the ArrangersDefault; and (g) the ongoing fees and expenses of Collateral Agent and Trust Company under the Operative Documents; and (h) any Funding Date.

Payment of Transaction Costs and Other Costs. If the transactions contemplated hereby are consummated, the Borrower shall Lessees shall, jointly and severally, pay all Transaction Costs and all Fees the arrangement fee described in Section 3.9 in accordance with Section 2.7 and Section 3.1 of the Disbursement Agreement (or upon such later date as agreed to by the Lenders)3.9, and in the event the transactions contemplated hereby do not close, the Borrower shall Lessees shall, jointly and severally, pay such Transaction Costs promptly upon receipt of invoices therefor. In addition, the Borrower shall Lessees shall, jointly and severally, pay or reimburse Collateral Agent, Trust Company, Arrangers Lessor and the Lenders Certificate Purchasers for all other Transaction Costs and Fees and all other out-of-pocket costs and expenses (including reasonable attorneys feesallocated fees of internal counsel) reasonably incurred in connection with: (a) entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Operative DocumentsDocuments (including without limitation any legal services rendered in connection with or arising under Section 13.1); (b) any Casualty or termination of this Loan Agreement the Lease or any other Operative Document; (c) the negotiation and documentation of any restructuring or "workout", whether or not consummated, of any Operative Document; (d) the enforcement of the rights or remedies under the Operative Documents; (e) further assurances requested pursuant to Section 13.1(h) hereof or any similar provision in other Operative Documents; (f) any transfer by Collateral Agent Lessor or a Lender Certificate Purchaser of any interest in the Operative Documents during the continuance of an Event of Default or pursuant to the syndication of the Notes by the ArrangersDefault; and (g) the ongoing fees and expenses of Collateral Agent and Trust Company Lessor under the Operative Documents; and (h) the Delivery Date.