Common use of Post-Closing Expenses Clause in Contracts

Post-Closing Expenses. The Lessee will pay (in addition to any amounts payable by it pursuant to Section 13(b)), as Supplemental Rent, (i) the ongoing fees, expenses, disbursements, administrative costs and other costs (including legal, accounting, pricing and other professional fees and expenses) of or incurred by the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and the Owner Participant, including in connection with the issue, sale and purchase of Bonds and Collateral Bonds after the Closing Date, and (ii) all reasonable fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee in connection with (a) any Default, Event of Default, Indenture Default or Indenture Event of Default, (b) the entering into or giving or withholding of any amendment, modification, supplement, waiver, consent or other action with respect to any Transaction Document, (c) any Event of Loss, Deemed Loss Event, Financial Event or Inchoate Financial Event, (d) any transfer of all or any part of the right, title and interest of the Indenture Trustee in, to and under the Transaction Documents, (e) any transfer of all or any part of the right, title and interest of the Owner Trustee in the Undivided Interest or in, to and under the Transaction Documents (except to the extent arising from any transfer by the Owner Participant of its right, title and interest in, to and under any of the Transaction Documents or the Trust Estate pursuant to Section 14), (f) any Special Transfer, (g) any refunding or reoptimization pursuant to Section 2(b) or 2(c) (except to the extent (i) constituting Transaction Expenses or Refunding Expenses, (ii) that the fees, expenses, disbursements and costs of the Owner Participant in connection with any refunding or reoptimization which does not require the utilization of Funding Corporation or any amendment to the documents shall exceed $50,000, or (iii) arising from any reoptimization in connection with a Tax Rate Change), (h) any removal or replacement of the Owner Trustee and (i) any amendment to a Decommissioning Trust Agreement.

Appears in 3 contracts

Samples: Participation Agreement (Entergy Louisiana Inc), Participation Agreement (Entergy Louisiana Inc), Participation Agreement (Entergy Louisiana Inc)

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Post-Closing Expenses. The Lessee will pay (in addition to any amounts payable by it pursuant to Section 13(b)), as Supplemental Rent, (i) the ongoing fees, expenses, disbursements, administrative costs and other costs (including legal, accounting, pricing and other professional fees and expenses) of or incurred by the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and the Owner Participant, including in connection with the issue, sale and purchase of Bonds and Collateral Bonds after the Closing Date, and (ii) all reasonable fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee in connection with (a) any Default, Event of Default, Indenture Default or Indenture Event of Default, (b) the entering into or giving or withholding of any amendment, modification, supplement, waiver, consent or other action with respect to any Transaction Document or Financing Document, (c) any Event of Loss, Deemed Loss Event, Financial Event or Inchoate Financial Event, (d) any transfer of all or any part of the right, title and interest of the Indenture Trustee in, to and under the Transaction Documents, (e) any transfer of all or any part of the right, title and interest of the Owner Trustee in the Undivided Interest or in, to and under the Transaction Documents (except to the extent arising from any transfer by the Owner Participant of its right, title and interest in, to and under any of the Transaction Documents or the Trust Estate pursuant to Section 14), (f) any Special Transfer, (g) any refunding or reoptimization pursuant to Section 2(b) or 2(c) (except to the extent (i) constituting Transaction Expenses or Refunding Expenses, (ii) that the fees, expenses, disbursements and costs of the Owner Participant in connection with any refunding or reoptimization which does not require the utilization of Funding Corporation or any amendment to the documents shall exceed $50,000, or (iii) arising from any reoptimization in connection with a Tax Rate Change), (h) any removal or replacement of the Owner Trustee and (i) any amendment to a Decommissioning Trust Agreement."

Appears in 1 contract

Samples: Participation Agreement (Louisiana Power & Light Co /La/)

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Post-Closing Expenses. The Lessee will pay (in addition to any amounts payable by it pursuant to Section 13(b))pay, as Supplemental Rent, (i) the ongoing fees, expenses, disbursements, administrative costs disbursements and other costs (including legal, accounting, pricing legal and other professional fees and expenses) of or incurred by the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and the Owner Participantcollateral Trust Trustee, including in connection with the issue, sale and purchase of Bonds Notes and Collateral Bonds after the Closing Date, and (ii) all reasonable fees, expenses, disbursements and costs (including -83- 6091.50.2831.27:2 legal and other professional fees and expenses) incurred by the Loan Participant, the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee in connection with (a) any Default, Event of Default, Indenture Default or Indenture Event of Default, (b) the entering into or giving or withholding of any amendment, modification, supplement, waiver, waiver or consent or other action with respect to any Transaction Document or Financing Document, (c) any Event of Loss, Loss or Deemed Loss Event, Financial Event or Inchoate Financial Event, (d) any transfer of all or any part of the right, title and interest of the Indenture Trustee in, to and under the Transaction Documents, (e) any transfer of all or any part of the right, title and interest of the Owner Trustee in the Undivided undivided Interest, the Real Property Interest or in, to and under the Transaction Documents (except to the extent arising from any transfer by the Owner Participant of its right, title and interest in, to and under any of the Transaction Documents or the Trust Estate pursuant to Section 14)Documents, (f) any Special Transfertransfer contemplated by Section 7(b)(4), (g) the fees and expenses of Owner Participant's special Counsel in connection with the review of changes in the Xxxxx-Xxxxxxxx Act up to $25,000 and (h) any refunding or reoptimization pursuant referred to Section 2(b) or in section 2(c) (except to the extent (i) constituting Transaction Expenses or Refunding Expenses, (ii) that the fees, expenses, disbursements and costs of the Owner Participant in connection with any refunding or reoptimization which does not require the utilization of Funding Corporation or any amendment to the documents shall exceed $50,000, or (iii) arising from any reoptimization in connection with a Tax Rate Change), (h) any removal or replacement of the Owner Trustee and (i) any amendment to a Decommissioning Trust Agreement.

Appears in 1 contract

Samples: Participation Agreement (Public Service Co of New Mexico)

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