Common use of Fees and Expenses of Agents Clause in Contracts

Fees and Expenses of Agents. (a) As is customary in transactions of this type, the Borrower shall be responsible for paying the fees and expenses of each Agent in connection with the Project, the Transaction Documents and the DOE Guaranteed Loans under all circumstances, pursuant to a separate written agreement with each Agent, without recourse to DOE by such Agent, the Sponsor, the Investor, the Borrower or any other Person. (b) In accordance with one or more letter agreements to be entered into between the Borrower and each Agent, the Borrower shall (i) from time to time on demand by such Agent, indemnify such Agent against any and all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities, that such Agent may incur in acting in its capacity as an Agent hereunder, other than by reason of its own gross negligence or willful misconduct; and (ii) without limitation of the foregoing, reimburse such Agent promptly upon demand for any out-of-pocket expenses (including reasonable legal fees and expenses) incurred by such Agent in connection with the preparation, execution, administration or enforcement of, or services provided in respect of rights or responsibilities under, the Transaction Documents. (c) All payments or reimbursements under this Section 9.7 shall be due and payable (i) at the times set forth in that certain fee letter, dated as of September 2, 2010, by and among the Borrower, the Sponsor and the Collateral Agent, or (ii) not later than ten Business Days after the Borrower's receipt of the Agent's request therefor from time to time, in each such case whether or not this Loan Guarantee Agreement is terminated or any Advance of the DOE Guaranteed Loans is made. (d) The Borrower and each Agent party hereto expressly acknowledge and agree that: (i) DOE shall not be financially liable to such Agent for any services rendered or expenses incurred in connection with the Project under any circumstances whatsoever, including whether any Advance occurs or under circumstances in which the Borrower fails to pay such fees and expenses; (ii) the Borrower shall acknowledge and pay all fees and expenses represented by periodic invoices for services rendered by such Agent to DOE with respect to the Project upon their periodic presentation thereof by such Agent, including prior to or on the Financial Closing Date; (iii) while the services provided by such Agent shall be rendered for the benefit of DOE in connection with the Project, the invoices of such Agent shall be the sole responsibility of the Borrower, notwithstanding that such Agent is an agent of DOE; and (iv) the Borrower specifically disclaims any implication of confidential, fiduciary or other client relationship between the Borrower, the Sponsor or the Investor and such Agent as a result of this Section 9.7 and shall not interfere with the relationship (including the ability to terminate the agency relationship) between such Agent and DOE. (e) The provisions of this Section 9.7 shall survive the termination of this Loan Guarantee Agreement and the other Loan Documents.

Fees and Expenses of Agents. (a) As is customary in transactions of this type, the The Borrower shall be responsible for paying the fees and expenses of each Agent in connection with the Project, the Transaction Documents and the DOE Guaranteed Loans Project under all circumstances, pursuant to a separate written agreement with each Agent, without recourse to DOE by such Agent, the Sponsorany First Wind Entity, the Investor, the Borrower any Affiliate thereof or any other Person. (b) In accordance with one or more a letter agreements agreement to be entered into between the Borrower and each Agent, the Borrower shall (i) from time to time on demand by such Agent, indemnify such Agent against any and all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities, that such Agent may incur in acting in its capacity as an Agent hereunder, other than by reason of its own gross negligence or willful misconduct; and (ii) without limitation of the foregoing, reimburse such Agent promptly upon demand for any out-of-pocket expenses (including reasonable legal fees and expenses) incurred by such Agent in connection with the preparation, execution, administration or enforcement of, or services provided in respect of rights or responsibilities under, the Transaction Documents. (c) All payments or reimbursements under this Section 9.7 shall be due and payable (i) at the times set forth in that certain fee letter, dated as of September 2, 2010, by and among the Borrower, the Sponsor and the Collateral Agent, or (ii) not later than ten (10) Business Days after the Borrower's ’s receipt of the Agent's ’s request therefor from time to time, in each such case and (ii) whether or not this Loan Guarantee Common Agreement is terminated or any Advance of the DOE Guaranteed Loans is made. (d) The Borrower and each Agent party hereto expressly acknowledge and agree that: (i) DOE shall not be financially liable to such Agent for any services rendered or expenses incurred in connection with the Project under any circumstances whatsoever, including whether any Advance occurs or under circumstances in which the Borrower fails to pay such fees and expenses; (ii) the The Borrower shall acknowledge and pay all fees and expenses represented by periodic invoices for services rendered by such Agent to DOE with respect to the Project upon their periodic presentation thereof by such Agent, including prior to or on the Financial Closing Date; (iii) while While the services provided by such Agent shall be rendered for the benefit of DOE and the other Credit Parties in connection with the Project, the invoices of such Agent shall be the sole responsibility of the Borrower, notwithstanding that such Agent is an agent of DOEDOE and the other Credit Parties; and (iv) the The Borrower specifically disclaims any implication of confidential, fiduciary or other client relationship (including an attorney-client relationship) between the Borrowerany First Wind Entity or any Affiliate thereof, the Sponsor or the Investor and such Agent as a result of this Section 9.7 and shall not interfere with the relationship (including any attorney-client relationship and the ability to terminate the agency relationship) between such Agent and DOEDOE and the other Credit Parties. (e) The provisions of this Section 9.7 shall survive the termination of this Loan Guarantee Common Agreement and the other Loan Documents.

Fees and Expenses of Agents. (a) As is customary in transactions of this type, the Borrower shall be responsible for paying the fees and expenses of each Agent in connection with the Project, the Transaction Documents and the DOE Guaranteed Loans Project under all circumstances, pursuant to a separate written agreement with each Agent, without recourse to DOE by such Agent, the Sponsor, the Investor, the Borrower or any other Person. (b) In accordance with one or more a letter agreements agreement to be entered into between the Borrower and each Agent, the Borrower shall (i) from time to time on demand by such Agent, indemnify such Agent against any and all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities, that such Agent may incur in acting in its capacity as an Agent hereunder, other than by reason of its own gross negligence or willful misconduct; and (ii) without limitation of the foregoing, reimburse such Agent promptly upon demand for any out-of-pocket expenses (including reasonable legal fees and expenses) incurred by such Agent in connection with the preparation, execution, administration or enforcement of, or services provided in respect of rights or responsibilities under, the Transaction Documents. (c) All payments or reimbursements under this Section 9.7 shall be due and payable (i) at the times set forth in that certain fee letter, dated as of September 2, 2010, by and among the Borrower, the Sponsor and the Collateral Agent, or (ii) not later than ten (10) Business Days after the Borrower's ’s receipt of the Agent's ’s request therefor from time to time, in each such case and (ii) whether or not this Loan Guarantee Common Agreement is terminated or any Advance of the DOE DOE-Guaranteed Loans Loan is made. (d) The Borrower and each Agent party hereto expressly acknowledge and agree that: (i) DOE shall not be financially liable to such Agent for any services rendered or expenses incurred in connection with the Project under any circumstances whatsoever, including whether any Advance occurs or under circumstances in which the Borrower fails to pay such fees and expenses; (ii) the The Borrower shall acknowledge and pay all fees and expenses represented by periodic invoices for services rendered by such Agent to DOE with respect to the Project upon their periodic presentation thereof by such Agent, including prior to or on the Financial Closing Date; (iii) while While the services provided by such Agent shall be rendered for the benefit of DOE and the other Credit Parties in connection with the Project, the invoices of such Agent shall be the sole responsibility of the Borrower, notwithstanding that such Agent is an agent of DOEDOE and the other Credit Parties; and (iv) the The Borrower specifically disclaims any implication of confidential, fiduciary or other client relationship (including an attorney-client relationship) between the Borrower, Borrower or the Sponsor or the Investor and such Agent as a result of this Section 9.7 and shall not interfere with the relationship (including any attorney-client relationship and the ability to terminate the agency relationship) between such Agent and DOEDOE and the other Credit Parties. (e) The provisions of this Section 9.7 shall survive the termination of this Loan Guarantee Common Agreement and the other Loan Documents.