Common use of COSTS, EXPENSES AND ATTORNEYS' FEES Clause in Contracts

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but not, in the case of the Lenders for attorney’s fees) in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders on the Notes or under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including reasonable attorneys’ ' fees, expended or incurred by Administrative Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but not, in the case of the Lenders for attorney's fees) in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders on the Notes or under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Subject to limitations set forth in the relevant letter agreements with Independent Consultants, Borrower will shall pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and costs of administering of this Financing Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreementhereby, including the reasonable fees, expenses and disbursements of a single legal counselMilbank, together with a single legal counsel in each applicable local jurisdictionTweed, Xxxxxx & XxXxxx LLP and other attorneys retained by such Agent (subject to the Arrangers and Administrative Agent prior consent of Borrower, not to be unreasonably withheld) in connection with the preparation of such documents and any amendments hereofhereof or thereof, or the negotiation, closing or administration of this Financing Agreement, and the reasonable fees, expenses and disbursements of the Independent Consultants in connection with this Financing Agreement or the Loans or Commitments, and the reasonable travel and out-of-pocket costs incurred by such Persons. Borrower will reimburse (a) Administrative Agent each Agent, Issuing Bank and the Lenders for all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Administrative such Agent, and the Lenders for their internal out-of-pocket expenses Issuing Bank and/or any Lender in enforcing this Financing Agreement or the other Credit Facility Financing Documents or exercising any rights under any Consent in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Financing Agreement, in collecting any sum which becomes due Administrative to such Agent, Issuing Bank and/or any Lender on the LC Issuing Banks, the Swingline Lenders Notes or the Lenders under the Credit Facility Documents and (b) Administrative AgentFinancing Documents, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or participation by such Agent, Issuing Bank and any payment default requiringLender in any legal proceedings under the Turbine Supply Agreement, among other thingsprovided, amendments to the interest rates and/or repayment dates for the Loans. however, that Borrower shall not be responsible for the payment of any counsel fees fees, costs, or other liabilities arising out of any dispute between or among Administrative Agent, Issuing Bank, the LC Issuing Banks Lenders, any counterparty of Borrower under the Interest Rate Agreements, and their respective Affiliates to the extent, and only to the extent, that such dispute does not arise out of any alleged failure of Borrower or any Affiliated Participant to perform their respective obligations under the Lenders other than as set forth aboveFinancing Documents.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of and/or reimburse (a) Administrative Agent, the Syndication Agent and listed on the Arrangers cover page hereof all of its reasonable costs and expenses in connection with the preparation, negotiation, closing execution, delivery and administering of this Agreement the Credit Facility Documents and any amendment or waiver with respect thereto and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel to Administrative Agent and any other counsel retained by Administrative Agent in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (ab) Administrative Agent Agent, the LC Issuing Banks and the Lenders for all costs and expenses, expenses (including attorneys’ reasonable attorney fees, expenses and disbursements of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12.1) expended or incurred by Administrative AgentAgent or any Lender, and the Lenders for their internal out-of-pocket expenses as applicable, in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Banks or the Lenders under the Credit Facility Documents and (bc) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, expenses (including reasonable attorney fees, charges and expenses of counsel, but subject to the limitations set forth in the enforcement or protection final parenthetical phrase of their rights under the Credit Facility Documents including Section 5.12.1) in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth aboveabove in this Section 8.4 and in Sections 3.1.9 and 5.12.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of the Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Co-Lead Arrangers named on the cover page of this Agreement (the “Arrangers”) all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Banks or the Lenders on the Notes or under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Banks and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of and/or reimburse (a) Administrative Agent and the Arrangers Syndication Agents all of its reasonable costs and expenses in connection with the preparation, negotiation, closing execution, delivery and administering of this Agreement the Credit Facility Documents and any amendment or waiver with respect thereto and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel to Administrative Agent and any other counsel retained by Administrative Agent in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (ab) Administrative Agent Agent, the LC Issuing Banks, the Swingline Lenders and the Lenders for all costs and expenses, expenses (including attorneys’ reasonable attorney fees, expenses and disbursements of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12.1) expended or incurred by Administrative AgentAgent or any Lender, and the Lenders for their internal out-of-pocket expenses as applicable, in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders or the Lenders under the Credit Facility Documents and (bc) Administrative Agent, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, expenses (including reasonable attorney fees, charges and expenses of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12.1) in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth aboveabove in this Section 8.4 and in Sections 3.1.9 and 5.12.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans Loan or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but not, in the case of the Lenders for attorney’s fees) in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders on the Notes or under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder Loan in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the LoansLoan. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of the Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers Arranger all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers Arranger and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent Lender all reasonable third-party and the Arrangers all of its reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, closing and costs of administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreementhereby, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, Xxxxxx & Xxxxxxx LLP and other attorneys retained by the Arrangers and Administrative Agent Lender in connection with the preparation of such documents and any amendments hereofhereof or thereof, or the negotiation, closing or administration of this Agreement, and the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance, environmental and construction consultants to Lender incurred in connection with this Agreement or the Loans or the Loan Commitment, and the reasonable and documented travel, out-of-pocket and the tombstone and lucite costs incurred by Lender and all reasonable third-party and out-of-pocket costs and expenses in connection with the preparation and negotiation of any amendments to this Agreement or other Financing Documents, including the reasonable fees, expenses and disbursements of counsel to Lender. Borrower will reimburse (a) Administrative Agent Lender for all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses Lender in enforcing this Agreement or the other Credit Facility Financing Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Agreement, in collecting any sum which becomes due Administrative Agent, Lender on the LC Issuing Banks, the Swingline Lenders Note or the Lenders under the Credit Facility Documents and (b) Administrative AgentFinancing Documents, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks participation by Lender or the Lenders other than as set forth aboveIndependent Engineer in any arbitration proceedings under the Construction Contract.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of and/or reimburse (a) Administrative Agent, the Syndication Agent and listed on the Arrangers cover page hereof all of its reasonable costs and expenses in connection with the preparation, negotiation, closing execution, delivery and administering of this Agreement the Loan Documents and any amendment or waiver with respect thereto and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel to Administrative Agent and any other counsel retained by Administrative Agent in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (ab) Administrative Agent and the Lenders for all costs and expenses, expenses (including attorneys’ reasonable attorney fees, expenses and disbursements of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12.1) expended or incurred by Administrative AgentAgent or any Lender, and the Lenders for their internal out-of-pocket expenses as applicable, in enforcing this Agreement or the other Credit Facility Loan Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders under the Credit Facility Loan Documents and (bc) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, expenses (including reasonable attorney fees, charges and expenses of counsel, but subject to the limitations set forth in the enforcement or protection final parenthetical phrase of their rights under the Credit Facility Documents including Section 5.12.1) in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth aboveabove in this Section 8.4 and in Sections 3.1.9 and 5.12.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will shall, upon the execution of this Agreement and the making of the Term Loan, pay to each of Administrative Agent and the Arrangers Lender all of its reasonable costs and expenses incurred in connection with the preparation, negotiation, closing and costs of administering of this Agreement and the documents other Financing Documents contemplated hereby and any participation or syndication of the Loans or this Agreementhereby, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, Sidley Austin LLP and other attorneys retained by the Arrangers and Administrative Agent Lender in connection with conducting due diligence with respect to the Projects and Borrower, the preparation of such documents the Financing Documents and any amendments hereofhereof or thereof, or the negotiation, closing and administration of this Agreement and the other Financing Documents after the Closing Date, and the reasonable fees, expenses and disbursements of any engineering, insurance or other consultants to the Lender incurred in connection with this Agreement, Financing Documents or the Term Loan or Commitment including any reasonable fees, expense and disbursements related to conducting due diligence with respect to the Projects and the Borrower, and the reasonable travel, out-of-pocket, telecommunication, filing and recording, due diligence, computer, duplication, messenger, printing, appraisal, audit and tombstone costs and expenses incurred by the Lender and its attorneys and consultants; provided, however, Borrower shall not be responsible for and shall not reimburse for such fees which in the aggregate are in excess of $70,000. Borrower will shall reimburse (a) Administrative Agent the Lender for all costs and expenses, including all attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses Lender in enforcing this Agreement or the other Credit Facility Financing Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Agreement, in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, Lender on the Swingline Lenders Note or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth aboveFinancing Documents.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of and/or reimburse (a) Administrative Agent and the Arrangers Syndication Agents all of its reasonable costs and expenses in connection with the preparation, negotiation, closing execution, delivery and administering of this Agreement the Credit Facility Documents and any amendment or waiver with respect thereto and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel to Administrative Agent and any other counsel retained by Administrative Agent in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (ab) Administrative Agent and the Lenders for all costs and expenses, expenses (including attorneys’ reasonable attorney fees, expenses and disbursements of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12.1) expended or incurred by Administrative AgentAgent or any Lender, and the Lenders for their internal out-of-pocket expenses as applicable, in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders under the Credit Facility Documents and (bc) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, expenses (including reasonable attorney fees, charges and expenses of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12.1) in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth aboveabove in this Section 8.4 and in Section 5.12.

COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower will shall, upon the execution of this Agreement and the occurrence of the Closing Date, pay to each of the Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and costs of administering of this Agreement and the documents other Financing Documents contemplated hereby and any participation or syndication of the Loans or this Agreementhereby, including the reasonable documented fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, Xxxxxx Xxxx Xxxxxxxxx US LLP and other attorneys retained by the Arrangers and Administrative Agent (subject to the prior written consent of the Borrower, not to be unreasonably withheld) in connection with conducting due diligence with respect to the Projects, the Project Companies, each Loan Party, the preparation of such documents the Financing Documents and any amendments hereofhereof or thereof, or the negotiation, closing and administration of this Agreement FINANCING AGREEMENT (XXXXX XX & V) and the other Financing Documents after the Closing Date, and the reasonable documented fees, expenses and disbursements of the Independent Consultants incurred in connection with this Agreement, Financing Documents or the Loans or Commitments including the reasonable documented travel and out-of-pocket costs and expenses of such Persons. The Borrower will shall reimburse (a) the Administrative Agent and the Secured Parties for all costs and expenses, including all reasonable attorneys’ fees, expended or incurred by the Administrative Agent, and the Lenders for their internal out-of-pocket expenses Agent and/or any Secured Party in enforcing this Agreement or the other Credit Facility Financing Documents in connection with an a Default or Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Agreement, in collecting any sum which becomes due the Administrative Agent, Agent and/or any Secured Party on the LC Issuing Banks, the Swingline Lenders Notes or the Lenders under the Credit Facility Documents and (b) Administrative AgentFinancing Documents, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or participation by the Administrative Agent, any payment default requiringSecured Party and/or the Independent Engineer in any arbitration proceedings under any Project Documents; provided, among other thingshowever, amendments to that the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for the payment of any counsel fees fees, costs, or other liabilities arising out of any dispute between or among the Administrative Agent, the LC Issuing Banks or Secured Parties, the Lenders other than as set forth aboveHedge Counterparty and their respective Affiliates to the extent, and only to the extent, that such dispute does not arise out of any alleged failure of any Loan Party to perform their respective obligations under the Financing Documents.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will (a) Borrowers shall, upon the execution of this Agreement and regardless of whether any Borrowing Date occurs, pay to each of Administrative Agent and the Arrangers Lender all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and costs of administering of this Agreement and the documents other Financing Documents contemplated hereby and any participation or syndication of the Loans or this Agreementhereby, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, Xxxxx Xxxx LLP and other attorneys retained by the Arrangers and Administrative Agent Lender in connection with conducting due diligence with respect to the Eligible Projects and Borrowers, the preparation of such documents the Financing Documents and any amendments hereofhereof or thereof, or the negotiation, closing and administration of this Agreement and the other Financing Documents after the Closing Date, and the reasonable fees, expenses and disbursements of any engineering, insurance or other consultants to Lender incurred in connection with this Agreement, Financing Documents or the Loans or the Revolving Loan Commitment including any reasonable fees, expense and disbursements related to conducting due diligence with respect to the Eligible Projects and Borrowers, and the reasonable travel, out-of-pocket, telecommunication, filing and recording, due diligence, computer, duplication, messenger, printing, appraisal and audit costs and expenses incurred by Lender and its attorneys and consultants. Borrower will Borrowers shall reimburse (a) Administrative Agent Lender for all costs and expenses, including all attorneys’ fees and other consultants’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses Lender in enforcing this Agreement or the other Credit Facility Financing Documents in connection with an a Default or Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Agreement, in collecting any sum which becomes due Administrative Agent, Lender on the LC Issuing Banks, the Swingline Lenders Notes or the Lenders under the Credit Facility Documents and (b) Administrative AgentFinancing Documents, the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or participation by Lender in any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for arbitration proceedings under any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth aboveProject Documents.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of Each party shall bear its reasonable costs and expenses own attorneys fees incurred by it in connection with the preparation, negotiation, closing negotiation and administering preparation of this Agreement and the documents contemplated hereby and any participation or syndication each of the Loans or this Agreement, including Loan Documents executed as part of the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereofinitial closing. Borrower will reimburse (a) Administrative Agent for shall pay to Bank immediately upon demand the full amount of all costs and expenses, including reasonable attorneys’ fees' fees (including outside counsel fees but excluding any allocation of costs of Bank s in-house counsel), expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents Bank in connection with an Event (a) if initiated or requested by Borrower, any modifications of Default or Inchoate Default, in actions for declaratory relief in any way related consents or waivers under or amendments to this Agreement or in collecting any sum which becomes due Administrative AgentAgreement, the LC Issuing BanksNote, the Swingline Lenders or other Loan Documents and the Lenders under the Credit Facility Documents agreements described therein, and (b) Administrative Agent, all other costs and attorneys fees incurred by Bank for which Borrower is obligated to pay in accordance with the LC Issuing Banks, the Swingline Lenders and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation terms of the Loans or other extensions Loan Documents. Borrower further agrees to pay on demand all costs and expenses of credit hereunder Bank incurred in connection with the bankruptcy enforcement (whether through negotiations, legal proceedings or insolvency otherwise) of the Loan Documents. Borrower further agrees to indemnify Bank and its employees and agents, from and hold it harmless against any and all losses, liabilities, claims, damages or expenses which any payment default requiringof them suffers or incurs as a result of its entering into this Agreement, among or the consummation of the transactions contemplated by this Agreement and the Loan Documents, or the use or contemplated use of the proceeds of the Loan, or due to a release or alleged release of Hazardous Materials, including, without limitation, the fees and disbursements of counsel incurred in connection with any litigation, arbitration or other things, amendments to proceeding arising out of or by reason of any of the interest rates and/or repayment dates for the Loansaforesaid. Borrower shall not be responsible defend any claim for any counsel which an indemnified party is entitled to seek indemnity pursuant to the preceding sentence, and the indemnified party shall cooperate with the defense. The indemnified party may have separate counsel, and Borrower will pay the expenses and reasonable fees of Administrative Agent, such separate counsel if either counsel for Borrower or counsel for the LC Issuing Banks indemnified party shall advise the indemnified party that the interests of both Borrower and the indemnified party with respect to such claim are or the Lenders other than as set forth abovewith reasonable certainty will become adverse.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower will pay to each of Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including attorneys’ fees, expended or incurred by Administrative Agent, and the Lenders for their internal out-of-pocket expenses in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Lender or the Lenders under the Credit Facility Documents and (b) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Lender and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks or the Lenders other than as set forth above.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower The Borrowers will pay to each of and/or reimburse (a) Administrative Agent and the Arrangers all of its reasonable costs and expenses in connection with the preparation, negotiation, closing execution, delivery and administering of this Agreement the Credit Facility Documents and any amendment or waiver with respect thereto and the documents contemplated hereby and any participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel to Administrative Agent and any other counsel retained by Administrative Agent in each applicable local jurisdiction, retained by the Arrangers and Administrative Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (ab) Administrative Agent and the Lenders for all costs and expenses, expenses (including attorneys’ reasonable attorney fees, expenses and disbursements of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12(a)) expended or incurred by Administrative AgentAgent or any Lender, and the Lenders for their internal out-of-pocket expenses as applicable, in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Agreement or the other Credit Facility Documents or in collecting any sum which becomes due Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent or the Lenders under the Credit Facility Documents and (bc) Administrative Agent, the LC Issuing Banks, the Swingline Lenders Agent and the Lenders for their reasonable out-of-pocket expenses, expenses (including reasonable attorney fees, charges and expenses of counsel, but subject to the limitations set forth in the final parenthetical phrase of Section 5.12(a)) in the enforcement or protection of their rights under the Credit Facility Documents including in the case of a restructuring or other workout or negotiation of the Loans or other extensions of credit hereunder in connection with the bankruptcy or insolvency of a Borrower or any payment default requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower The Borrowers shall not be responsible for any counsel fees of Administrative Agent, the LC Issuing Banks Agent or the Lenders other than as set forth aboveabove in this Section 8.4 and in Section 5.12.