Common use of Costs, Expenses and Attorneys' Fees; Syndication Clause in Contracts

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 Borrower will pay to each of Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger all of their 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 Xxxxxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP and other associated local attorneys retained by such Persons in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons in enforcing this Agreement or the other Credit Documents in connection with a Borrower Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit Documents. 11.4.2 In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrower, the Projects, the other Project participants and the transactions contemplated hereby has been provided to potential Banks and participants. Borrower agrees to cooperate in the syndication of the Loans and Commitments in all respects, as reasonably requested by Administrative Agent or the Arrangers, including participation in bank meetings held in connection with such syndication, and to provide, for inclusion in any additional package, all information which such Persons may request from it or which such Persons or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 12.4.1 Borrower will pay to each of Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger Agent all of their 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 AgreementLoans, including the reasonable fees, expenses and disbursements of Xxxxxx Lathxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP and Xatkxxx xxx other associated local attorneys retained by such Persons Agent in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and Agent incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons Agent following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger Agent the out-of-pocket costs and travel costs incurred by such Persons Agent 102 115 in connection with syndication of the Loans or this AgreementLoans; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, (other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender GroupsAgent's) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agentattorneys. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons Agent in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons Agent on the Notes or under the Credit Documents. 11.4.2 12.4.2 In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrower, the Projects, Project and the other Project participants and the transactions contemplated hereby has been will be provided to potential Banks and participants. Borrower agrees to cooperate and to cause the Partners and the Shareholders to cooperate in the syndication of the Loans and Commitments in all respects, as respects reasonably requested by Administrative Agent or the ArrangersAgent, including participation in bank meetings held in connection with such syndication, and to provide, for inclusion in any additional such package, all information which such Persons Agent may request from it or which such Persons Agent or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure. Upon request of Agent, Borrower shall represent to Agent, and indemnify Agent for claims relating to, the accuracy and completeness of such disclosure, upon terms acceptable to Agent.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 Borrower will pay to each of Administrative Agent, Collateral Agent, and the Lead Arrangers and the Alternative Funding Arranger all of their respective 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 Xxxxxx & XxxxxxxXxxxxxx LLP, Xxxxxxxxxx & Xxxxx LLP and together with other associated local attorneys legal counsel retained by such Persons Administrative Agent or Collateral Agent in the States of Minnesota and Texas in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreementhereof; provided, however, that Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groupsother Lenders' attorneys, other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse (a) Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member Collateral Agent for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons Administrative Agent, Collateral Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but not, in the case of the Lenders, for counsel fees), in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit DocumentsDocuments and (b) Administrative Agent, Collateral Agent, and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees and reasonable expert, consultant and advisor fees and expenses, in the case of a restructuring of the Loans or otherwise relating to the occurrence of any Inchoate Default or Event of Default. Borrower shall not be responsible for any counsel fees of the Lead Arrangers, Administrative Agent, Collateral Agent or the Lenders other than as set forth above, in Section 5.11 or as otherwise set forth in a separate agreement. 11.4.2 In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrowereach Borrower Party, the Projects, Projects and the other Project participants (including a computer model prepared by Borrower containing the Base Case Project Projections) will be prepared on behalf of Borrower and the transactions contemplated hereby has been provided to potential Banks Lenders and participants. Borrower agrees to cooperate and to cause each other Borrower Party and Sponsor to cooperate in the syndication of the Loans and Commitments in all respects, as respects reasonably requested by Administrative Agent or the Lead Arrangers, including participation of each Borrower Party and Sponsor in bank meetings held in connection with such syndication, and to provide, for inclusion in any additional package, all information which such Persons may request from it or which such Persons or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 Borrower will pay to each of Administrative Agent, Collateral Agent, and the Lead Arrangers and the Alternative Funding Arranger all of their respective reasonable and documented out-of-pocket costs and expenses (net of any costs and expenses paid prior to the Reinstatement Date) 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 AgreementAgreement (with respect to any participation or syndication of the Loans, prior to the Restatement Date), including the reasonable fees, expenses and disbursements of Xxxxxx & XxxxxxxXxxxxxx LLP, Xxxxxxxxxx & Xxxxx LLP and other associated local attorneys together with one legal counsel retained by such Persons Administrative Agent or Collateral Agent in the States of Minnesota and Texas in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreementhereof; provided, however, provided that Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' other Lenders’ attorneys, other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse (a) Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member Collateral Agent for all costs and expenses, including reasonable attorneys' ’ fees, expended or incurred by such Persons Administrative Agent, Collateral Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but not, in the case of the Lenders, for counsel fees), in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit DocumentsDocuments and (b) Administrative Agent, Collateral Agent, and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees and reasonable expert, consultant and advisor fees and expenses, in the case of a restructuring of the Loans or otherwise relating to the occurrence of any Inchoate Default or Event of Default. Borrower shall not be responsible for any counsel fees of the Lead Arrangers, Administrative Agent, Collateral Agent or the Lenders other than as set forth above, in Section 11.14 or as otherwise set forth in a separate agreement. 11.4.2 In connection with syndication of the Loans and CommitmentsCommitments prior to the Restatement Date, an information package containing certain relevant information concerning Borrowereach Borrower Party, the Projects, Projects and the other Project participants (including a computer model prepared by Borrower containing the Base Case Project Projections) will be prepared on behalf of Borrower and the transactions contemplated hereby has been provided to potential Banks Lenders and participants. Borrower agrees to cooperate and to cause each other Borrower Party and Sponsor to cooperate in the syndication of the Loans and Commitments in all respects, as respects reasonably requested by Administrative Agent or the Lead Arrangers, including participation of each Borrower Party and Sponsor in bank meetings held in connection with such syndication, and in each case prior to provide, for inclusion in any additional package, all information which such Persons may request from it or which such Persons or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosurethe Restatement Date.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 12.4.1 Borrower will pay to each of Administrative Agent, the Lead Arrangers Arrangers, Co-Arrangers, Syndication Agent and the Alternative Funding Arranger Co-Documentation Agents all of their 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 Xxxxxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP Xxxxxxx and other associated local attorneys retained by such Persons in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers Arrangers, Co-Arrangers, Syndication Agent and the Alternative Funding Arranger and Co-Documentation Agents incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers Arrangers, Co-Arrangers, Syndication Agent and the Alternative Funding Arranger Co-Documentation Agents the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, counsel or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants Consultant engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Lead Arrangers, each BankCo-Arrangers, the LC Bank, each Lender Group Syndication Agent and each Lender Group Member Co-Documentation Agents for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit Documents. 11.4.2 In connection with syndication 12.4.2 Upon request of Administrative Agent, Lead Arrangers, Co-Arrangers, Syndication Agent and Co-Documentation Agents, Borrower shall represent to such Persons, and indemnify such Persons for claims relating to, the Loans accuracy and Commitments, an information package containing certain completeness of disclosure of relevant information concerning Borrower, the Projects, the Projects and other Project participants and the transactions contemplated hereby has been provided to potential Banks and participants. Borrower agrees to cooperate participants in connection with the syndication of the Loans and Commitments in all respects, as reasonably requested by Administrative Agent or the ArrangersLoans, including participation in bank meetings held in connection with the 123 Information Memorandum and all updates or supplements thereto, upon terms acceptable to such syndication, and to provide, for inclusion in any additional package, all information which such Persons may request from it or which such Persons or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosurePersons.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 (a) Subject to the letter agreement dated May 25, 2006, among Dexia, Noble Environmental Power, LLC and Xxxxxxxxxx & Xxxxx LLP, (as supplemented by the letter agreement dated March 5, 2007) Borrower will pay to each of Administrative AgentAgent and HSH, the Lead Arrangers and the Alternative Funding Arranger as Joint Bookrunner, all of their its reasonable third-party and 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 AgreementOperative Documents, including the reasonable fees, expenses and disbursements of Xxxxxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP and other associated local attorneys retained by such Persons Administrative Agent in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation closing or syndication administration of the Loans or this Agreement, and the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance insurance, environmental and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and Agent incurred in connection with this Agreement or the Loans subsequent to Loans, DSRA LC Loans, the Closing DateEnergy Hedge LC Loan, the Letters of Credit or the Commitments, and the travel reasonable and documented travel, out-of-pocket pocket, tombstone and lucite costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement; provided, however, that Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, Lenders’ (other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agent’s) attorneys. Without limiting the foregoingExcept as provided in Section 5.21(b), Borrower will reimburse Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member the Lenders for all costs and expenses, including reasonable attorneys' ’ fees, expended or incurred by such Persons Administrative Agent and each Lender in enforcing this Agreement or the other Credit Financing Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Agreement, in collecting any sum which becomes due such Persons Administrative Agent or any Lender on the Notes or under the Credit Financing Documents, or in connection with the participation by Administrative Agent, any Lender or the Independent Engineer in any arbitration proceedings under the Construction Contracts. 11.4.2 (b) In connection with syndication of the Loans and Commitmentscredit facilities under this Agreement, an information package package, subject to the confidentiality provisions contained in Section 12.20, containing certain relevant information concerning Borrower, each Member, the Projects, Projects and the other Project participants and the transactions contemplated hereby has been will be provided to potential Banks Lenders and participants. Borrower agrees to cooperate and to cause each Affiliate of Borrower to cooperate in the syndication of the Loans and Commitments credit facilities under this Agreement in all respects, as respects reasonably requested by Administrative Agent or the Arrangersand HSH, as Co-Syndication Agent, including participation in a reasonable number of bank meetings held in connection with such syndication, and to provide, for inclusion in any additional such package, all information which such Persons Administrative Agent and HSH, as Co-Syndication Agent, may request from it or which such Persons Administrative Agent, HSH, as Co-Syndication Agent or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure. Borrower shall be responsible for all reasonable documented third-party and out-of-pocket costs and expenses incurred by the Administrative Agent and HSH, as Co-Syndication Agent, in connection with the initial syndication of the credit facilities under this Agreement.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 (a) Subject to the fee cap arrangements negotiated prior to the Closing Date, Borrower will shall, upon the execution of this Agreement and regardless of whether each Borrowing Date occurs, pay to each of Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger Agents all of their 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 Milbank, Tweed, Xxxxxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx XxXxxx LLP and other associated local attorneys retained by such Persons the Agents in connection with conducting due diligence with respect to the Projects, Borrower and Subsidiary Guarantors, the preparation of such documents the Financing Documents and any amendments hereof or thereof, or the preparation, negotiation, closingclosing and administration of this Agreement and the other Financing Documents after the Closing Date, administration, enforcement, participation or syndication of the Loans or this Agreement, and the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance insurance, environmental and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and Agents incurred in connection with this Agreement Agreement, Financing Documents or the Loans subsequent or Commitments including any reasonable fees, expense and disbursements related to conducting due diligence with respect to the Closing DateProjects and Subsidiary Guarantors, and the travel and reasonable travel, out-of-pocket pocket, telecommunication, filing and recording, due diligence, computer, duplication, messenger, printing, appraisal, audit and tombstone costs and expenses incurred by such Persons following the Closing Date, Agents and their attorneys and consultants. Borrower further agrees to pay Administrative Agent, shall reimburse the Lead Arrangers Agents and the Alternative Funding Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member Lenders for all costs and expenses, including reasonable all attorneys' fees, expended or incurred by such Persons the Agents and/or any Lender in enforcing this Agreement or the other Credit Financing Documents in connection with a Borrower Default or Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or Agreement, in collecting any sum which becomes due such Persons the Agents and/or any Lender on the Notes or under the Credit Financing Documents, or in connection with the participation by the Agents, any Lender and/or the Independent Engineer in any arbitration proceedings under any Project Documents. 11.4.2 (b) The Administrative Agent agrees to cooperate with Borrower to minimize expenses, particularly legal, engineering and other consulting fees; including, wherever possible, obtaining fixed fee or fee cap arrangements with its legal, engineering and other consultants. (c) The Loans shall be initially syndicated among a group of banks in consultation with Borrower pursuant to a syndication plan to be prepared by the Syndication Agent and delivered to Borrower prior to the launch of initial syndication. In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrower, Sponsor, Member, Subsidiary Guarantors, the Projects, and the other Major Project participants and the transactions contemplated hereby has been Parties may be provided to potential Banks Lenders and participants; provided, however, that such delivery shall comply with the provisions of Section 12.18. Borrower agrees to cooperate and to cause Sponsor and its respective Affiliates to cooperate in the syndication of the Loans and Commitments in all respects, as respects reasonably requested by Administrative Agent or the ArrangersAgents, including participation in a reasonable number of bank meetings held in connection with such syndication, and to provide, for inclusion in any additional such package, all information which such Persons the Agents may reasonably request from it or which such Persons the Agents or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure. Borrower shall not be responsible for any costs and expenses in connection with any syndication of the Loans or Commitments.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 12.4.1 Borrower will pay to each of Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger Agent all of their its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this 112 127 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 Xxxxxx Lathxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP and Xatkxxx xxx other associated local attorneys retained by such Persons Administrative Agent in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and Agent incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons Administrative Agent following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger Agent the out-of-pocket costs and travel costs incurred by such Persons Administrative Agent in connection with syndication of the Loans or this Agreement; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, (other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agent's) attorneys. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Arrangers, each Bank, the LC Bank, each Lender Group Agent and each Lender Group Member for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons Administrative Agent in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons Administrative Agent on the Notes or under the Credit Documents. 11.4.2 12.4.2 In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrower, the Projects, Projects and the other Project participants and the transactions contemplated hereby has been provided to potential Banks and participants. Borrower agrees to cooperate and to cause the Partners and Calpine to cooperate in the syndication of the Loans and Commitments in all respects, as respects reasonably requested by Administrative Agent or the ArrangersAgent, including participation in bank meetings held in connection with such syndication, and to provide, for inclusion in any additional package, all information which such Persons Administrative Agent may request from it or which such Persons Administrative Agent or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure. Upon request of Administrative Agent, Borrower shall represent to Administrative Agent, and indemnify Administrative Agent for claims relating to, the accuracy and completeness of such disclosure, upon terms acceptable to Administrative Agent.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 (a) Borrower will pay to each of Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger Agent all of their reasonable documented costs and expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery, closing and costs of administering of this Agreement Agreement, the other Financing Documents and the any other documents contemplated hereby and any participation (whether or syndication of not the Loans transactions contemplated hereby or this Agreementthereby shall be consummated), including the reasonable and documented fees, expenses and disbursements of Xxxxxx & XxxxxxxNorton Rxxx Xxxxxxxxx US LLP and, Xxxxxxxxxx & Xxxxx LLP to the extent required, one firm of regulatory and other associated one firm of local attorneys retained by such Persons counsel in each relevant regulatory field and jurisdiction, as appropriate, in connection with the syndication of the credit facilities under this Agreement, the preparation of such documents and any amendments amendments, modifications or waivers hereof or thereof, or the preparation, negotiation, closingexecution, administrationdelivery, enforcement, participation closing or syndication administration of the Loans or this Agreement, the other Financing Documents and any other documents contemplated hereby, and the reasonable and documented fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger and Agent incurred in connection with this Agreement or the Loans subsequent to Loans, the Closing DateLetters of Credit, or the Commitments, and the travel reasonable and documented travel, and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers and the Alternative Funding Arranger the out-of-pocket costs and travel costs . Borrower will pay all reasonable attorney’s fees incurred by such Persons any LC Issuing Bank in connection with syndication of the Loans issuance, amendment, extension, reinstatement or this Agreement; provided, however, Borrower shall not be required to pay advertising costs renewal of any Letter of the Banks Credit or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, other than Xxxxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel any demand for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants engaged by Administrative Agentpayment thereunder. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Arrangers, each Bank, LC Issuing Banks and the LC Bank, each Lender Group Agent and each Lender Group Member Lenders for all costs and expenses, including reasonable attorneys' ’ fees, charges and disbursements, third-party consultant fees, and expert witness fees expended or incurred by such Persons Administrative Agent, each LC Issuing Bank and each Lender in enforcing connection with the enforcement or protection of its rights (A) in connection with this Agreement or the other Credit Documents Financing Documents, including its rights under this Section and in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or the other Financing Documents, in collecting any sum which becomes due such Persons Administrative Agent or any Lender on the Notes or under any of the other Financing Documents or (B) in connection with the Loans made or Letters of Credit Documentsissued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 11.4.2 In connection with syndication (b) [Intentionally Deleted.] (c) The Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender and each LC Issuing Bank, and each Related Party of any of the Loans foregoing Persons (each such Person being called an “Indemnitee”) against, and Commitmentshold each Indemnitee harmless from, an information package containing certain relevant information concerning any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the Projects, performance by the other Project participants and parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby has been provided to potential Banks and participants. Borrower agrees to cooperate in or thereby, (ii) any Loan or Letter of Credit or the syndication use or proposed use of the Loans and Commitments in all respects, as reasonably requested proceeds therefrom (including any refusal by Administrative Agent or any LC Issuing Bank to honor a demand for payment under a Letter of Credit if the Arrangers, including participation in bank meetings held documents presented in connection with such syndicationdemand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by any Borrower Entity, or any Environmental Claim related in any way to any Borrower Entity, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, relating to any wire fraud or data or systems intrusions in relation to the foregoing), whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower Entity, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to provideany Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for inclusion breach in bad faith of such Indemnitee’s obligations hereunder or under any additional packageother Financing Document, all information which if the Borrower has obtained a final and nonappealable judgment in its favor on such Persons may request claim as determined by a court of competent jurisdiction or (z) result from it a claim not involving an act or which omission of the Borrower or any of its Subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or any Agent in their capacities as such Persons or Borrower may consider material and other than claims with respect to a lender Letter of Credit brought by one Indemnitee against another Indemnitee acting in a different capacity or participantrole with respect to such Letter of Credit such as an issuing bank as opposed to an advising bank, confirming bank, negotiating bank or necessary or appropriate for accurate and complete disclosuretransferring bank).

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 12.4.1 Borrower will pay to each of Administrative Agent, the Lead Arrangers Arrangers, Arrangers, Co-Syndication Agents and the Alternative Funding Arranger Co-Documentation Agents all of their 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 142 157 Agreement, including the reasonable fees, expenses and disbursements of Xxxxxx Lathxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP and Xatkxxx xxx other associated local attorneys retained by such Persons in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, the Lead Arrangers Arrangers, Arrangers, Co-Syndication Agents and the Alternative Funding Arranger and Co-Documentation Agents incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Lead Arrangers Arrangers, Arrangers, Co-Syndication Agents and the Alternative Funding Arranger Co-Documentation Agents the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, other than Xxxxxx Lathxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and Xatkxxx xxx associated local counsel, counsel or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants Consultant engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the Lead Arrangers, each BankArrangers, the LC Bank, each Lender Group Agent Co-Syndication Agents and each Lender Group Member Co-Documentation Agents for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit Documents. 11.4.2 12.4.2 In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrower, the Projects, the Turbines and the other Project and Turbine participants and the transactions contemplated hereby has been provided to potential Banks and participants. Borrower agrees to cooperate and to cause the Member and Calpine to cooperate in the syndication of the Loans and Commitments in all respects, as respects reasonably requested by Administrative Agent or the Agent, Lead Arrangers, Arrangers, Co-Syndication Agents and Co-Documentation Agents, including participation in bank meetings held in connection with such syndication, and to provide, for inclusion in any additional package, all information which such Persons may request from it or which such Persons or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure. Upon request of Administrative Agent, Lead Arrangers, Arrangers, Co-Syndication Agents and Co-Documentation Agents, Borrower shall represent to such Persons, and indemnify such Persons for claims relating to, the accuracy and completeness of such disclosure, upon terms acceptable to such Persons.

Costs, Expenses and Attorneys' Fees; Syndication. 11.4.1 Borrower will pay to each of Administrative Agent, Lead Arranger and each member of the Lead Arrangers and the Alternative Funding Arranger Technical Committee all of their 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 Xxxxxx Latxxx & Xxxxxxx, Xxxxxxxxxx & Xxxxx LLP and Watxxxx xxd other associated local attorneys retained by such Persons in connection with the preparation of such documents and any amendments hereof or thereof, or the preparation, negotiation, closing, administration, enforcement, participation or syndication of the Loans or this Agreement, the reasonable fees, expenses and disbursements of the Independent Consultants and any other engineering, insurance and construction consultants to Administrative Agent, Lead Arranger and each member of the Lead Arrangers and the Alternative Funding Arranger Technical Committee and incurred in connection with this Agreement or the Loans subsequent to the Closing Date, and the travel and out-of-pocket costs incurred by such Persons following the Closing Date, and Borrower further agrees to pay Administrative Agent, the Agent and Lead Arrangers and the Alternative Funding Arranger the out-of-pocket costs and travel costs incurred by such Persons in connection with syndication of the Loans or this Agreement; provided, however, Borrower shall not be required to pay advertising costs of any of the Banks or the Lender Groups (or the members thereof) or the fees of the Banks' or Lender Groups' attorneys, other than Xxxxxx Latxxx & Xxxxxxx (or one replacement counsel therefor if Xxxxxx & Xxxxxxx is unable or unwilling to act a counsel for the Banks and Lender Groups), Xxxxxxxxxx & Xxxxx LLP (or one replacement counsel therefor if Xxxxxxxxxx & Xxxxx LLP is unable or unwilling to act a counsel for the Banks and Lender Groups) and Watxxxx xxd associated local counsel, counsel or the fees and costs of any engineers or consultants other than the Independent Engineer and the other Independent Consultants Consultant engaged by Administrative Agent. Without limiting the foregoing, Borrower will reimburse Administrative Agent, the ArrangersLead Arranger, each Bankmember of the Technical Committee, the LC Bank, each Lender Group Agent and each Lender Group Member Bank for all costs and expenses, including reasonable attorneys' fees, expended or incurred by such Persons in enforcing this Agreement or the other Credit Documents in connection with a Borrower an Event of Default or Borrower Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due such Persons on the Notes or under the Credit Documents. 11.4.2 In connection with syndication of the Loans and Commitments, an information package containing certain relevant information concerning Borrower, the Identified Projects, the other Identified Project participants and the transactions contemplated hereby has 121 134 been provided to potential Banks and participants. Borrower agrees to cooperate cooperate, and use its best efforts to cause the Member and NRG Energy to cooperate, in the syndication of the Loans and Commitments in all respects, as reasonably requested by Administrative Agent Agent, Lead Arranger, or the Arrangers, any Arranger including participation in bank meetings held in connection with such syndication, and to provide, for inclusion in any additional package, all information which such Persons may request from it or which such Persons or Borrower may consider material to a lender or participant, or necessary or appropriate for accurate and complete disclosure. Upon request of Lead Arranger, Borrower shall represent to such Persons, and indemnify such Persons for claims relating to, the accuracy and completeness of such disclosure, upon terms acceptable to such Persons.