Common use of Costs and Expenses, etc Clause in Contracts

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, (i) all reasonable and documented third-party out-of-pocket costs and expenses of the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, in connection with (A) the preparation, execution and delivery of this Agreement, the Notes and the other documents to be delivered hereunder, in an amount not to exceed an amount to be separately agreed by the Borrower and the Agent and (B) the administration, modification, amendment and waiver of any thereof and advising the Agent as to its rights and responsibilities under this Agreement and (ii) all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market Consultant. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay the reasonable fees and expenses of only one counsel selected by the Indemnified Parties as contemplated by the proviso to Section 8.04(b)(iii). (i) The Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control the Lead Arranger, the Agent or any Lender and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, claims, damages and liabilities to which any Indemnified Party may become subject arising out of, or in connection with, the entering into of this Agreement, the issuance of the Notes and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement; provided that the foregoing indemnity, will not, as to any Indemnified Party, apply to losses, claims, damages or liabilities that arise from the gross negligence or willful misconduct of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b). Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, shall: (i) pay or reimburse the Agent for all reasonable and documented third-party out-of-pocket costs and expenses of incurred by the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, negotiation and execution and delivery of this Agreement, the Notes and the any other documents to be delivered hereunder, Loan Documents or any instrument or document prepared in an amount not to exceed an amount to be separately agreed by the Borrower and the Agent and connection herewith or therewith; (B) the administration, modification, amendment and waiver completion of any thereof and advising the Agent's "due diligence" permitted as a condition of the closing; (C) the syndication efforts of the Agent as with respect to its rights and responsibilities under this Agreement and the commitments hereunder; and (D) the consummation of the transactions contemplated hereby and thereby (including, without limitation, in each case the reasonable fees and out-of-pocket expenses of the counsel to the Agent); and (ii) reimburse the Agent, the Co-Agents, the L/C Issuer and each Lender on demand for all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market Consultant. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses incurred by the Agent, the Co-Agents, the L/C Issuer or such Lender in connection with the enforcement of the Agent and the Lendersor preservation of any of its Liens, if rights, powers, interests or remedies under this Agreement or any other Loan Document (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay each case the reasonable fees and out-of-pocket expenses of only one the respective counsel selected by to the Indemnified Parties as contemplated by Agent, the proviso to Section 8.04(b)(iiiCo-Agents, the L/C Issuer and each Lender). (ib) The All of such costs, expenses and indemnities shall be payable by the Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control the Lead ArrangerCo-Agents, the Agent Lenders or any Lender and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, claims, damages and liabilities to which any Indemnified Party may become subject arising out of, the L/C Issuer as appropriate upon demand or in connection withas otherwise agreed upon by the Agent, the entering into of this AgreementCo-Agents, the issuance of Lenders or the Notes L/C Issuer as appropriate and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement; provided that the foregoing indemnity, will not, as to any Indemnified Party, apply to losses, claims, damages or liabilities that arise from the gross negligence or willful misconduct of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability and shall constitute Lender Obligations under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b). Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, (i) all reasonable and documented third-party out-of-pocket costs and expenses of the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, execution execution, delivery, administration, modification and delivery amendment of this Agreement, the Notes and the other documents to be delivered hereunder, in an amount not to exceed an amount to be separately agreed by including, without limitation, the Borrower reasonable fees and expenses of counsel for the Agent with respect thereto and (B) the administration, modification, amendment and waiver of any thereof and with respect to advising the Agent as to its rights and responsibilities under this Agreement and (ii) all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market ConsultantAgreement. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, provided that the Borrower shall be required to pay the reasonable fees and expenses of only one counsel selected by the Indemnified Parties as contemplated by the proviso to Section 8.04(b)(iii). (i) The Borrower agrees to indemnify each of the Lead ArrangerArrangers, the Senior Managing Agents, the Agent, the Lenders and any Person who may control the Lead ArrangerLenders, the Agent or any Lender Affiliates of the foregoing and their the respective officers, directors, employees and agents of the foregoing (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages and liabilities to which expenses incurred by any Indemnified Party may become subject of them as a result of, or arising out of, any investigation, litigation or in connection with, other proceeding (whether or not any of the Indemnified Parties is a party thereto) related to the entering into of this Agreement, the issuance of the Notes and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement, including, without limitation and to the extent hereinafter provided, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided that the foregoing indemnityBorrower shall not be responsible for any such losses, will not, as to any Indemnified Party, apply to lossesliabilities, claims, damages or liabilities that arise from expenses of any Indemnified Party to the extent incurred by reason of gross negligence or willful misconduct on the part of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b)Section. Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, of any Eurodollar Rate Advance or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, from any payment or prepayment of principal of a Fixed Rate Advance other than on the scheduled maturity date of such payment, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.102.03(a)(vi), 2.132.11, 2.14, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 2.11 or that any of the events outlined in Section 2.11 2.12 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.102.11, 2.13 2.14 and 8.04 and the obligations of the Lenders contained in Sections 2.132.14, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, shall: (i) pay or reimburse the Agent for all reasonable and documented third-party out-of-of- pocket costs and expenses of incurred by the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, negotiation and execution and delivery of this Agreement, the Notes and the any other documents to be delivered hereunder, Loan Documents or any instrument or document prepared in an amount not to exceed an amount to be separately agreed by the Borrower and the Agent and connection herewith or therewith; (B) the administrationcompletion of the Agent's "due diligence" permitted as a condition of the closing; (C) the syndication efforts of the Agent with respect to this Agreement and the commitments hereunder; and (D) the consummation of the transactions contemplated hereby and thereby (including, modificationwithout limitation, amendment in each case the reasonable fees and waiver out-of-pocket expenses of any thereof and advising the counsel to the Agent as to its rights and responsibilities under this Agreement and agreed in the Agent's Letter); and (ii) reimburse the Agent, the Issuing Bank and each Lender on demand for all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market Consultant. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses incurred by the Agent, the Issuing Bank or such Lender in connection with the enforcement of the Agent and the Lendersor preservation of any of its Liens, if rights, powers, interests or remedies under this Agreement or any other Loan Document (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay each case the reasonable fees and out-of-pocket expenses of only one the respective counsel selected by to the Indemnified Parties as contemplated by Agent, the proviso to Section 8.04(b)(iiiIssuing Bank and each Lender). (ib) The All of such costs, expenses and indemnities shall be payable by the Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control or the Lead ArrangerIssuing Bank as appropriate upon demand or as otherwise agreed upon by the Agent, the Agent Lenders or any Lender the Issuing Bank as appropriate and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, claims, damages and liabilities to which any Indemnified Party may become subject arising out of, or in connection with, the entering into of this Agreement, the issuance of the Notes and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement; provided that the foregoing indemnity, will not, as to any Indemnified Party, apply to losses, claims, damages or liabilities that arise from the gross negligence or willful misconduct of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability and shall constitute Obligations under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b). Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, shall: (i) pay or reimburse the Agent for all reasonable and documented third-party out-of-pocket costs and expenses of incurred by the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, negotiation and execution and delivery of this Agreement, the Notes and the any other documents to be delivered hereunder, Loan Documents or any instrument or document prepared in an amount not to exceed an amount to be separately agreed by the Borrower and the Agent and connection herewith or therewith; (B) the administration, modification, amendment and waiver completion of any thereof and advising the Agent's "due diligence" permitted as a condition of the closing; (C) the syndication efforts of the Agent as with respect to its rights and responsibilities under this Agreement and the commitments hereunder; and (D) the consummation of the transactions contemplated hereby and thereby (including, without limitation, in each case the reasonable fees and out-of-pocket expenses of the counsel to the Agent); and (ii) reimburse the Agent, the L/C Issuer, the Swingline Lender and each Lender on demand for all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market Consultant. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses incurred by the Agent, the L/C Issuer, the Swingline Lender or such Lender in connection with the enforcement of the Agent and the Lendersor preservation of any of its Liens, if rights, powers, interests or remedies under this Agreement or any other Loan Document (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay each case the reasonable fees and out-of- pocket expenses of only one the respective counsel selected by to the Indemnified Parties as contemplated by Agent, the proviso to Section 8.04(b)(iiiL/C Issuer, the Swingline Lender and each Lender). (ib) The All of such costs, expenses and indemnities shall be payable by the Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control the Lead ArrangerLenders, the Agent L/C Issuer or any the Swingline Lender and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, claims, damages and liabilities to which any Indemnified Party may become subject arising out of, as appropriate upon demand or in connection withas otherwise agreed upon by the Agent, the entering into of this AgreementLenders, the issuance of L/C Issuer or the Notes Swingline Lender as appropriate and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement; provided that the foregoing indemnity, will not, as to any Indemnified Party, apply to losses, claims, damages or liabilities that arise from the gross negligence or willful misconduct of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability and shall constitute Lender Obligations under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b). Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, shall: (i) pay or reimburse the Agent for all reasonable and documented third-party out-of-pocket costs and expenses of incurred by the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, negotiation and execution and delivery of this Agreement, the Notes and the any other documents to be delivered hereunder, Loan Documents or any instrument or document prepared in an amount not to exceed an amount to be separately agreed by the Borrower and the Agent and connection herewith or therewith; (B) the administration, modification, amendment and waiver completion of any thereof and advising the Agent's "due diligence" permitted as a condition of the closing; (C) the syndication efforts of the Agent as with respect to its rights and responsibilities under this Agreement and the commitments hereunder; and (D) the consummation of the transactions contemplated hereby and thereby (including, without limitation, in each case the reasonable fees and out-of-pocket expenses of the counsel to the Agent); and (ii) reimburse the Agent, the Documentation Agents, the L/C Issuer and each Lender on demand for all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market Consultant. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses incurred by the Agent, the Documentation Agents, the L/C Issuer or such Lender in connection with the enforcement of the Agent and the Lendersor preservation of any of its rights, if powers, interests or remedies under this Agreement or any other Loan Document (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay each case the reasonable fees and out-of-pocket expenses of only one the respective counsel selected by to the Indemnified Parties as contemplated by Agent, the proviso to Section 8.04(b)(iiiDocumentation Agents, the L/C Issuer and each Lender). (ib) The All of such costs, expenses and indemnities shall be payable by the Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control the Lead ArrangerDocumentation Agents, the Agent Lenders or any Lender and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, claims, damages and liabilities to which any Indemnified Party may become subject arising out of, the L/C Issuer as appropriate upon demand or in connection withas otherwise agreed upon by the Agent, the entering into of this AgreementDocumentation Agents, the issuance of Lenders or the Notes L/C Issuer as appropriate and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement; provided that the foregoing indemnity, will not, as to any Indemnified Party, apply to losses, claims, damages or liabilities that arise from the gross negligence or willful misconduct of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability and shall constitute Lender Obligations under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b). Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, (i) all reasonable and documented third-party out-of-pocket costs and expenses of the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, execution execution, delivery, administration, modification and delivery amendment of this Agreement, the Notes and the other documents to be delivered hereunder, in an amount not to exceed an amount to be separately agreed by including, without limitation, the Borrower reasonable fees and expenses of counsel for the Agent with respect thereto and (B) the administration, modification, amendment and waiver of any thereof and with respect to advising the Agent as to its rights and responsibilities under this Agreement and (ii) all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market ConsultantAgreement. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, provided that the Borrower shall be required to pay the reasonable fees and expenses of only one counsel selected by the Indemnified Parties as contemplated by the proviso to Section 8.04(b)(iii). (i) The Borrower agrees to indemnify each of the Lead ArrangerArrangers, the Agent, the Lenders and any Person who may control the Lead ArrangerIssuing Banks, the Agent or any Lender Lenders, the Affiliates of the foregoing and their the respective officers, directors, employees and agents of the foregoing (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages and liabilities to which expenses incurred by any Indemnified Party may become subject of them as a result of, or arising out of, any investigation, litigation or in connection with, other proceeding (whether or not any of the Indemnified Parties is a party thereto) related to the entering into of this Agreement, the issuance of the Notes Notes, the Letters of Credit, and the actual or proposed use of the proceeds of the Advances and the Letters of Credit and the consummation of any matter contemplated by this Agreement, including, without limitation and to the extent hereinafter provided, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided that the foregoing indemnityBorrower shall not be responsible for any such losses, will not, as to any Indemnified Party, apply to lossesliabilities, claims, damages or liabilities that arise from expenses of any Indemnified Party to the extent incurred by reason of gross negligence or willful misconduct on the part of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b)Section. Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, of any Eurodollar Rate Advance or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, from any payment or prepayment of principal of a Fixed Rate Advance other than on the scheduled maturity date of such payment, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.102.03(a)(vi), 2.132.11, 2.14, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 2.11 or that any of the events outlined in Section 2.11 2.12 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.102.11, 2.13 2.14 and 8.04 and the obligations of the Lenders contained in Sections 2.132.14, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, shall: (i) pay or reimburse the Agent for all reasonable and documented third-party out-of-of- pocket costs and expenses of incurred by the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, negotiation and execution and delivery of this Agreement, the Notes and the any other documents to be delivered hereunder, Loan Documents or any instrument or document prepared in an amount not to exceed an amount to be separately agreed by the Borrower and the Agent and connection herewith or therewith; (B) the administrationcompletion of the Agent's "due diligence" permitted as a condition of the closing; (C) the syndication efforts of the Agent with respect to this Agreement and the commitments hereunder; and (D) the consummation of the transactions contemplated hereby and thereby (including, modificationwithout limitation, amendment in each case the reasonable fees and waiver out-of-pocket expenses of any thereof and advising the counsel to the Agent as to its rights and responsibilities under this Agreement and agreed in the Agent's Letter); and (ii) reimburse the Agent, the L/C Issuer and each Lender on demand for all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market Consultant. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses incurred by the Agent, the L/C Issuer or such Lender in connection with the enforcement of the Agent and the Lendersor preservation of any of its Liens, if rights, powers, interests or remedies under this Agreement or any other Loan Document (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay each case the reasonable fees and out-of-pocket expenses of only one the respective counsel selected by to the Indemnified Parties as contemplated by Agent, the proviso to Section 8.04(b)(iiiL/C Issuer and each Lender). (ib) The All of such costs, expenses and indemnities shall be payable by the Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control or the Lead ArrangerL/C Issuer as appropriate upon demand or as otherwise agreed upon by the Agent, the Agent Lenders or any Lender the L/C Issuer as appropriate and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, claims, damages and liabilities to which any Indemnified Party may become subject arising out of, or in connection with, the entering into of this Agreement, the issuance of the Notes and the actual or proposed use of the proceeds of the Advances and the consummation of any matter contemplated by this Agreement; provided that the foregoing indemnity, will not, as to any Indemnified Party, apply to losses, claims, damages or liabilities that arise from the gross negligence or willful misconduct of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability and shall constitute Lender Obligations under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b). Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, (i) all reasonable and documented third-party out-of-pocket costs and expenses of the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, execution execution, delivery, syndication, administration, modification and delivery amendment of this Agreement, the Notes Notes, the other Loan Documents and the other documents to be delivered hereunderhereunder or thereunder (including (i) all costs and expenses in connection with due diligence and syndication (including printing, in an amount not to exceed an amount to be separately agreed by travel, communication, document preparation, printing and distribution and bank meetings); (ii) the Borrower reasonable fees and expenses of each of New York special counsel and regulatory counsel for the Agent (but excluding the Agent's in-house counsel) with respect thereto and (B) the administration, modification, amendment and waiver of any thereof and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the other Loan Documents; and (iiiii) all reasonable and documented the fees and expenses of each of the Independent Engineer and Environmental Consultant, the Independent Insurance Consultant and the Independent Market Consultant). The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes Notes, the other Loan Documents and the other documents to be delivered hereunderhereunder and thereunder, including, without limitation, including reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, ; provided that the Borrower shall be required to pay the reasonable fees and expenses of only one special counsel and, if applicable, one regulatory counsel selected by the Indemnified Parties as under the circumstances contemplated by the proviso to Section 8.04(b)(iii). (i) The Borrower agrees to indemnify each of the Lead ArrangerArrangers, the Agent, the Lenders and any Person who may control the Lead Arranger, the Agent or any Lender and their respective Affiliates, officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages and liabilities to which expenses incurred by any Indemnified Party may become subject of them relating to, or arising out of, of or in connection with, the entering into of this Agreement, the issuance of Notes, the Notes other Loan Documents and the actual or proposed use of the proceeds of the Advances and or the consummation of any matter contemplated by this AgreementAgreement or the other Loan Documents, including any investigation, litigation or other proceeding (whether or not any of the Indemnified Parties is a party thereto) related to the entering into of any Loan Document and, to the extent provided in this subsection (b), the reasonable fees and disbursements of counsel incurred in connection with any such claim, investigation, litigation or other proceeding; provided that the foregoing indemnityBorrower shall not be responsible for any such losses, will not, as to any Indemnified Party, apply to lossesliabilities, claims, damages or liabilities that arise from expenses of any Indemnified Party to the extent incurred by reason of gross negligence or willful misconduct on the part of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower Borrower, Southern or any Subsidiary of the Borrower or Southern against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any lossinvestigation, liability, claim, damage litigation or expense proceeding in respect of which indemnity may be is sought by it hereunderunder this Agreement, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (iA) any liability under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission omission; or (iiB) any liability other than under this Section 8.04(b)Section. Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunderunder this Agreement. In case any Indemnified Party receives written notice of any liabilityinvestigation, loss, claim, damage litigation or expense proceeding in respect of which indemnity may be sought by it hereunder under this Agreement and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, provided that if the parties against which any loss, claim, damage, expense or liability arises may arise under any such investigation, litigation or proceeding include both an Indemnified Party and the Borrower, Southern or any Subsidiary of the Borrower or Southern, and such Indemnified Party shall have reasonably concluded that (i1) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower Borrower, Southern or any Subsidiary of the Borrower or Southern, and may conflict therewith therewith; or (ii2) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower Borrower, Southern or any Subsidiary of the BorrowerBorrower or Southern, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such lossinvestigation, claim, damage litigation or liability proceeding on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liabilityinvestigation, loss, claim, damage litigation or expense proceeding and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (ix) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, ; (iiy) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action action; or (iiiz) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability resulting from such investigation, litigation or proceeding for which the Borrower is liable hereunder under this Agreement if such settlement, compromise or consent to entry of any order (AAA) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, ; (BBB) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party Party; and (CCC) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any lossinvestigation, claim, damage litigation or liability proceeding effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest PeriodPeriod or in an amount other than given in the Borrower's notice of such payment or prepayment, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 ninety (90) days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 thirty (30) days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by lawLaw, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will will, if it determines that such change is not commercially unreasonable, change its Applicable Lending Office if as a result thereof of such change such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunderunder this Agreement, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder under this Agreement and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, (i) all reasonable and documented third-party out-of-pocket costs and expenses of the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, execution execution, delivery, administration, modification and delivery amendment of this Agreement, the Notes and the other documents to be delivered hereunder, in an amount not to exceed an amount to be separately agreed by including, without limitation, the Borrower reasonable fees and expenses of counsel for the Agent with respect thereto and (B) the administration, modification, amendment and waiver of any thereof and with respect to advising the Agent as to its rights and responsibilities under this Agreement and (ii) all reasonable and documented fees and expenses of the Independent Engineer and the Independent Market ConsultantAgreement. The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, that the Borrower shall be required to pay the reasonable fees and expenses of only one counsel selected by the Indemnified Parties as contemplated by the proviso to Section 8.04(b)(iii). (i) The Borrower agrees to indemnify each of the Lead Arranger, the Agent, the Lenders and any Person who may control the Lead ArrangerLenders, the Agent or any Lender Issuing Banks and their respective officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages and liabilities to which or expenses incurred by any Indemnified Party may become subject of them as a result of, or arising out of, any investigation, litigation or in connection with, proceeding (whether or not any of the Indemnified Parties is a party thereto) related to the entering into of this Agreement, the issuance of the Notes Notes, the Letters of Credit and the actual or proposed use of the proceeds of the Advances and of the Letters of Credit and the consummation of any matter contemplated by this Agreement, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided that the foregoing indemnityBorrower shall not be responsible for any such losses, will not, as to any Indemnified Party, apply to lossesliabilities, claims, damages or liabilities that arise from expenses of any Indemnified Party to the extent incurred by reason of gross negligence or willful misconduct on the part of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower or any Subsidiary of the Borrower against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any loss, liability, claim, damage or expense in respect of which indemnity may be sought by it hereunder, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (i) any liability under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission or (ii) any liability other than under this Section 8.04(b)Section. Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any Indemnified Party receives written notice of any liability, loss, claim, damage or expense in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, that if the parties against which any loss, claim, damage, expense or liability arises include both an Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower or any Subsidiary of the Borrower and may conflict therewith or (ii) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower or any Subsidiary of the Borrower, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such loss, claim, damage or liability on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liability, loss, claim, damage or expense and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability for which the Borrower is liable hereunder if such settlement, compromise or consent to entry of any order (A) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, (B) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (C) does not involve performance by, or the payment of money damages by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest Period, or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, from any payment or prepayment of principal of a Fixed Rate Advance other than on the scheduled maturity date of such payment, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.102.03(a)(vi), 2.132.11, 2.14, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by law, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 2.11 or that any of the events outlined in Section 2.11 2.12 have occurred, such Lender will change its Applicable Lending Office if as a result thereof such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections 2.102.11, 2.13 2.14 and 8.04 and the obligations of the Lenders contained in Sections 2.132.14, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.

Costs and Expenses, etc. (a) The Borrower agrees to pay, upon demand and presentation to the Borrower of a statement of account, (i) all reasonable and documented third-party out-of-pocket costs and expenses of the Agent, including the reasonable and documented fees and expenses of counsel to the Agent, Agent in connection with (A) the preparation, execution execution, delivery, syndication, administration, modification and delivery amendment of this Agreement, the Notes Notes, the other Loan Documents and the other documents to be delivered hereunderhereunder or thereunder (including (i) all costs and expenses in connection with due diligence and syndication (including printing, in an amount not to exceed an amount to be separately agreed by travel, communication, document preparation, printing and distribution and bank meetings); (ii) the Borrower reasonable fees and expenses of each of New York special counsel and regulatory counsel for the Agent (but excluding the Agent's in-house counsel) with respect thereto and (B) the administration, modification, amendment and waiver of any thereof and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the other Loan Documents; and (iiiii) all reasonable and documented the fees and expenses of each of the Independent Engineer and Environmental Consultant, the Independent Insurance Consultant and the Independent Market Consultant). The Borrower further agrees to pay, upon demand and presentation to the Borrower of a statement of account, all reasonable and documented third-party out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes Notes, the other Loan Documents and the other documents to be delivered hereunderhereunder and thereunder, including, without limitation, including reasonable fees and expenses of counsel for the Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a), provided, ; provided that the Borrower shall be required to pay the reasonable fees and expenses of only one special counsel and, if applicable, one regulatory counsel selected by the Indemnified Parties as under the circumstances contemplated by the proviso to Section 8.04(b)(iii). (i) The Borrower agrees to indemnify each of the Lead ArrangerArrangers, the Agent, the Lenders and any Person who may control the Lead Arranger, the Agent or any Lender and their respective Affiliates, officers, directors, employees and agents (each, an "Indemnified Party") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages and liabilities to which expenses incurred by any Indemnified Party may become subject of them relating to, or arising out of, of or in connection with, the entering into of this Agreement, the issuance of Notes, the Notes other Loan Documents and the actual or proposed use of the proceeds of the Advances and or the consummation of any matter contemplated by this AgreementAgreement or the other Loan Documents, including any investigation, litigation or other proceeding (whether or not any of the Indemnified Parties is a party thereto) related to the entering into of any Loan Document and, to the extent provided in this subsection (b), the reasonable fees and disbursements of counsel incurred in connection with any such claim, investigation, litigation or other proceeding; provided that the foregoing indemnityBorrower shall not be responsible for any such losses, will not, as to any Indemnified Party, apply to lossesliabilities, claims, damages or liabilities that arise from expenses of any Indemnified Party to the extent incurred by reason of gross negligence or willful misconduct on the part of such Indemnified Party. (ii) The Borrower shall be entitled to participate in any action or proceeding of which it has been notified by any Indemnified Party except any action or proceeding brought by or for the benefit of the Borrower Borrower, Southern or any Subsidiary of the Borrower or Southern against an Indemnified Party. (iii) Promptly after receipt by an Indemnified Party of written notice of any lossinvestigation, liability, claim, damage litigation or expense proceeding in respect of which indemnity may be is sought by it hereunderunder this Agreement, such Indemnified Party will, if a claim is to be made against the Borrower, notify the Borrower thereof in writing, but the omission so to notify the Borrower will not relieve the Borrower from (iA) any liability under this Section which it may have to such Indemnified Party except to the extent the Borrower was prejudiced by such omission omission; or (iiB) any liability other than under this Section 8.04(b)Section. Thereafter, the Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunderunder this Agreement. In case any Indemnified Party receives written notice of any liabilityinvestigation, loss, claim, damage litigation or expense proceeding in respect of which indemnity may be sought by it hereunder under this Agreement and it notifies the Borrower thereof, the Borrower will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from the Indemnified Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties (and, if the Agent or one or more Lenders are the Indemnified Parties, the Agent and such Lenders shall be entitled jointly to direct the conduct of their defense); provided, however, provided that if the parties against which any loss, claim, damage, expense or liability arises may arise under any such investigation, litigation or proceeding include both an Indemnified Party and the Borrower, Southern or any Subsidiary of the Borrower or Southern, and such Indemnified Party shall have reasonably concluded that (i1) there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower Borrower, Southern or any Subsidiary of the Borrower or Southern, and may conflict therewith therewith; or (ii2) if any liability, loss, claim, damage or expense arises out of actions brought by or for the benefit of the Borrower Borrower, Southern or any Subsidiary of the BorrowerBorrower or Southern, the Indemnified Parties collectively shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defense of such lossinvestigation, claim, damage litigation or liability proceeding on behalf of the Indemnified Parties. Upon receipt by the Indemnified Party of notice from the Borrower of its election to assume the defense of such liabilityinvestigation, loss, claim, damage litigation or expense proceeding and approval by the Indemnified Party of counsel, the Borrower shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (ix) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, ; (iiy) the Borrower shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action action; or (iiiz) the Borrower shall have authorized in writing the employment of separate counsel for the Indemnified Party at the expense of the Borrower. At the Borrower's request, an Indemnified Party will settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability resulting from such investigation, litigation or proceeding for which the Borrower is liable hereunder under this Agreement if such settlement, compromise or consent to entry of any order (AAA) includes a provision unconditionally releasing each Indemnified Party from and holding each Indemnified Party harmless against all liability in respect of claims by any releasing party relating to or arising out of this Agreement, the Notes and the matters contemplated herein, ; (BBB) does not require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party Party; and (CCC) does not involve performance by, or the payment of money damages or posting any collateral or bond by, such Indemnified Party. The Borrower shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any lossinvestigation, claim, damage litigation or liability proceeding effected without its consent. (c) The Borrower agrees to indemnify each Lender for its actual and documented (to the extent practicable) losses (excluding any loss of profit and/or margin), costs and expenses reasonably incurred by it resulting from any payment or prepayment of principal of, or Conversion of, any Eurodollar Rate Advance under this Agreement or the Notes, which payment or prepayment is made on a day other than the last day of the relevant Interest PeriodPeriod or in an amount other than given in the Borrower's notice of such payment or prepayment, excluding, however, any such losses, costs and expenses resulting from a payment or prepayment made more than 60 ninety (90) days prior to demand being made to the Borrower by such Lender for indemnification. The payment of such indemnity to a Lender shall be made within 30 thirty (30) days of a demand by such Lender complying with Section 8.04(d). (d) Any demand by a Lender for payment under Section 2.02(c), 2.10, 2.13, 8.04(b) or 8.04(c) or under any other indemnity made by the Borrower under this Agreement shall be made in writing to the Borrower (with a copy to the Agent) and shall be accompanied by a certificate of an officer of the Agent or the relevant Lender, as may be appropriate, setting forth in reasonable detail the calculation of the amount demanded. (e) To the extent permitted by lawLaw, if any Lender notifies the Borrower that additional amounts will be due under Section 2.10 or that any of the events outlined in Section 2.11 have occurred, such Lender will will, if it determines that such change is not commercially unreasonable, change its Applicable Lending Office if as a result thereof of such change such increased costs would not be required to be so paid or it would not be illegal for such Lender to make, fund or maintain its Eurodollar Rate Advances, and provided such Lender determines that such change is not commercially unreasonable. The Borrower will reimburse such Lender for all reasonable expenses it may incur as a result of complying with this Section 8.04(e). (f) If any circumstances arise which result, or such Lender becomes aware of any circumstances which might result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Rate Advances, such Lender will promptly notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all such steps, if any, as it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances. (g) Without prejudice to the survival of any other agreement of the Borrower or of the Lenders hereunderunder this Agreement, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 and the obligations of the Lenders contained in Sections 2.13, 8.04, 8.07(g) and 8.08 shall survive the payment in full of principal, interest and all other amounts payable hereunder under this Agreement and under the Notes. (h) The Borrower shall pay to the Agent for the account each Lender and to the Agent and the Lead Arranger for their own respective accounts such fees as may from time to time be agreed between the Borrower and the Agent or the Borrower and the Lead Arranger.