Common use of Permitted Application Clause in Contracts

Permitted Application. (a) If such Alternatively Sourced Equity Contributions consist of Excess Cash Flow Contributions and/or Other Proceeds Contributions, such Alternatively Sourced Equity Contributions shall be, or shall have been, disbursed in accordance with Section 4.1.2 of the Depositary Agreement and used to pay Project Costs in accordance with the Borrower Budget and/or the Project Budget for the Subject Project. (b) If such Alternatively Sourced Equity Contributions consist of Equity Contributions other than Excess Cash Flow Contributions and/or Other Proceeds Contributions, such Alternatively Sourced Equity Contributions shall have been used to pay Project Costs in accordance with the Borrower Budget and/or the Project Budget for the Subject Project and Administrative Agent shall have received evidence reasonably satisfactory to it that such Alternative Sourced Equity Contributions have been applied in such manner." (e) Section 11.4.1 of the Credit Agreement is hereby replaced in its entirety with the following: 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ 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, financial, 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 or Administrative Agent's attorneys, other than ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (or one replacement counsel therefor if ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ is unable or unwilling to act as counsel for the Banks and Lender Groups), ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or one replacement counsel therefor if ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP is unable or unwilling to act as counsel for the Banks and Lender Groups), Luskin, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or one replacement counsel therefor if Luskin, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP is unable or unwilling to act as counsel for Administrative Agent) and associated local counsel, or the fees and costs of any engineers or consultants other than the Independent Engineer, the other Independent Consultants engaged by Administrative Agent and a financial consultant (or any replacement therefor) 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."