Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (ii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement Agreement, (ii) all costs and expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent Agent, each Issuing Lender and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent Agent, each Issuing Lender and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent Agent, any Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Each Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent Agent, the Issuing Banks and each Arranger the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Basic Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and out-of-pocket expenses of counselMilbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but limited to not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement the Basic Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expensesexpenses of the Administrative Agent, if the Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including including, without limitation, the reasonable and documented fees and out-of-pocket expenses of one counsel to for the Administrative Agent Agent, each Issuing Bank and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest Lender with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholethereto), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Loan Documents including, without limitation, the reasonable (A) all due diligence, syndication (including printing, distribution and documented bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees and expenses of counselMilbank, but limited Tweed, Xxxxxx & XxXxxx, special counsel to the Administrative Agent) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement the Loan Documents, and (C) with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may reasonably be expected to give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent Agent, the Issuing Banks, Swing Line Lenders and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights under this Section 10.4(a). Such generally or otherwise (including, without limitation, the reasonable fees and out-of-pocket expenses shall be reimbursed by of counsel for the Borrower upon presentation to the Borrower of a statement of accountAdministrative Agent, regardless of whether this Agreement is executed each Issuing Bank, each Swing Line Lender and delivered by the parties hereto or the transactions contemplated by this Agreement are consummatedeach Lender with respect thereto).

Costs, Expenses and Indemnification. (a) The Borrower Company agrees to pay and reimburse on within 30 days after demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket out‑of‑pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and the other Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Swingline Loan or any demand for payment thereunder. The Company further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses, if any (including the including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses of one counsel to the Administrative Agent Agent, each Issuing Bank, the Swingline Lender and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholeLenders), incurred by the Administrative Agent Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower to any Secured Party under this Common Agreement or any other Financing Document shall be supplied without cost to such Secured Party. The Borrower agrees to pay and reimburse on demand shall pay, within five (5) Business Days after receipt of an invoice by the Borrower, (i) all reasonable out-of-pocket costs and expenses of each Creditor Representative (including the reasonable fees and disbursements of its counsel), incurred in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to in this Common Agreement or any other Financing Document or relating to the transactions contemplated hereby or thereby, and (3) the filing or recording of any Financing Document and of any other document or instrument required to be filed in connection therewith; (ii) the reasonable fees and disbursements of the Independent Engineer, the Environmental Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time; (iii) all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Arranger Creditor Representatives incurred in connection with the preparation, execution, delivery, administration, modification and amendment ongoing administration of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement transactions contemplated hereby; and (iiiv) all costs and expenses, if any expenses (including the reasonable and documented fees and outdisbursements of counsel, including in-house counsel) of any Creditor Representative incident to (x) the investigation of any Default or Event of Default, (y) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents or the custody or preservation of-pocket expenses of one counsel to , the Administrative Agent and each of the Lenders taken as a wholesale of, andcollection from, if reasonably necessaryor other realization upon, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender in connection with the enforcement Collateral (whether through negotiations, legal proceedings or otherwise), or (z) any workout or restructuring of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with transactions contemplated by the enforcement of rights under this Section 10.4(a). Such reasonable fees and Financing Documents; provided that (A) the out-of-pocket costs and expenses shall be reimbursed by of each Creditor Representative incurred on or before the Borrower upon presentation Closing Date in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to in this Common Agreement or any other Financing Document or relating to the Borrower transactions contemplated hereby or thereby, and (B) the reasonable fees and disbursements of a statement the Independent Engineer, the Environmental Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time (other than fees and disbursements incurred in connection with (1) any investigation of accountany Default or Event of Default, regardless (2) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents or the custody or preservation of, the sale of, 103 collection from, or other realization upon, any of the Collateral (whether this Agreement is executed and delivered by the parties hereto through negotiations, legal proceedings or otherwise), or (3) any workout or restructuring of the transactions contemplated by this Agreement the Financing Documents) shall be subject to the limitations, if any, set forth in the applicable Fee Letter. In the event that any Secured Party incurs any costs or expenses or renders any services in connection with a Bankruptcy Event of Default, such costs and expenses (including the reasonable charges and expenses of counsel) and the compensation for such services are consummatedintended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification delivery and amendment enforcement of this Agreement and the any other documents to be delivered hereunderLoan Documents, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for Lender and the Administrative Agent travel costs of Lender’s in-house counsel (excluding any internal allocated charges of the Lender’s in-house counsel) with respect thereto and with respect to advising the Administrative Agent Lender as to its respective rights and responsibilities under this Agreement and (ii) the Loan Documents. Borrower also agrees to pay on demand all reasonable losses, costs and expenses, if any (including the reasonable and documented counsel fees and outexpenses except for any internal allocated charge of Lender’s in-of-pocket expenses of one counsel to the Administrative Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing house counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender in connection with the preservation of, or the enforcement (whether through negotiationsof, or legal proceedings advice in respect of, the rights or otherwise) responsibilities of this Agreement and the other documents to be delivered hereunderLender under the Loan Documents, including, without limitation, reasonable counsel fees losses, costs and expenses in connection with Collection Expenses sustained by the enforcement Lender as a result of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed any failure by the Borrower upon presentation to perform or observe its obligations contained herein or in any other Loan Document. The Borrower further agrees to indemnify and hold harmless the Lender from and against any and all (i) Taxes or assessments, governmental charges or levies, duties, fees, deductions or withholding, restrictions or conditions of any nature or other amounts imposed by, or behalf of, any government or any taxing authority thereof or therein, including but not limited to the Borrower of a statement of accountXxxxxxxx Islands or any subdivision thereof, regardless of whether (ii) stamp, duty or documentary taxes or charges imposed by any government or any taxing authority thereof or therein, including but not limited to the Xxxxxxxx Islands and its subdivisions and (iii) reasonable damages, losses, liabilities, costs and expenses resulting from, related to or connected with this Agreement is executed and delivered by Agreement, the parties hereto Loan or the other Loan Documents or the transactions contemplated by this Agreement are consummatedhereby, except to the extent resulting from the gross negligence or willful misconduct of the Lender.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable All costs and expenses of the Administrative Liquidity Agent and each Arranger Liquidity Bank in connection with the preparation, execution, delivery, administrationmodification, modification and amendment of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunderhereunder and thereunder (whether incurred prior to the date hereof or after the date hereof in connection with any amendment, waiver, consent or re-commitment), including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel shall be for the Administrative Agent with respect thereto Liquidity Agent's or such Liquidity Bank's own account and with respect shall not be payable by the Liquidity Borrower. The Liquidity Borrower agrees to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (ii) pay on demand all costs and expenses, subject to the provisions of Section 8.08 hereof, if any (including the including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses expenses), of one counsel to the Administrative Liquidity Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender Liquidity Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunderhereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a8.04(a). Such The Liquidity Borrower further agrees to indemnify the Liquidity Agent, each Liquidity Bank and each of their respective affiliates, control persons, officers, directors, shareholders, employees, and agents (each an "Indemnified Party"), from and against any and all claims, damages, losses, liabilities, and expenses, (including, without limitation, reasonable fees and out-disbursements of counsel) for which any of them may become liable or which may be incurred by or asserted against any of them in connection with the investigation of-pocket , preparation for, or defense of any pending or threatened claim or any action or proceeding arising out of, related to or in connection with the transactions described herein whether or not any Indemnified Party or the Liquidity Borrower is a party thereto, including, without limitation, any transaction in which any proceeds of any Liquidity Borrowing are or are proposed to be applied; provided, however, that the Liquidity Borrower shall not be liable for any portion of such claims, damages, losses, liabilities, or expenses shall be reimbursed by the Borrower upon presentation resulting from such Indemnified Party's gross negligence or willful misconduct. Without prejudice to the survival of any other agreement of the Liquidity Borrower hereunder, the agreements and obligations of a statement the Liquidity Borrower contained in this Section 8.04(a) shall survive the termination of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummatedAgreement.

Costs, Expenses and Indemnification. (a) The Borrower Company agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent Agent, the Issuing Banks and each Arranger the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Loan Documents including, without limitation, the reasonable (A) all due diligence, syndication (including printing, distribution and documented bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses of counsel, but limited to incurred by the Administrative Agent (including the reasonable and documented fees and out-of-pocket expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to CUSA) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement the Loan Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent Agent, the Issuing Banks and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights under this Section 10.4(a). Such reasonable generally or otherwise (including, without limitation, the fees and out-of-pocket expenses shall be reimbursed by of counsel for the Borrower upon presentation to the Borrower of a statement of accountAdministrative Agent, regardless of whether this Agreement is executed each Issuing Bank and delivered by the parties hereto or the transactions contemplated by this Agreement are consummatedeach Lender with respect thereto).

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement Agreement, (ii) all costs and expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent Agent, each Issuing Lender and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent Agent, each Issuing Lender and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent Agent, any Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.. (b) The Borrower hereby agrees to indemnify the Administrative Agent, each Arranger, each Issuing Lender, each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all direct claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans or the Letters of Credit (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article V are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such direct

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Basic Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and out-of-pocket expenses of counselMilbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to Citibank, and Blake, Xxxxxxx & Xxxxxxx, special Canadian counsel to the Administrative Agent, but limited to not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement the Basic Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expensesexpenses of the Administrative Agent and the Lenders in connection with the enforcement of the Basic Documents, if whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including including, without limitation, the reasonable and documented fees and out-of-pocket expenses of one counsel to for the Administrative Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest Lender with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholethereto), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Borrower agrees agrees, regardless of whether the Effective Date occurs, to pay and reimburse promptly on demand (i) all reasonable costs and out-of-pocket expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement Agreement, and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent (including the allocated time charges of the Administrative Agent’s legal departments, as their respective internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (ii) Agreement. The Borrower further agrees to pay promptly on demand all costs and expensesexpenses of the Agents and of each Lender, if any (including the including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses of one counsel to the Administrative Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholeexpenses), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 10.4(a8.04(a). Such If any payment of principal of any Eurodollar Rate Advance is made or any Eurodollar Rate Advance is assigned pursuant to Section 2.15 other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.05 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance; provided that conversion of a Eurodollar Rate Advance to a Base Rate Advance in accordance with the provisions of Section 2.02(b)(iii) shall not be considered a payment for purposes of this Section 8.04(b). The Borrower agrees to indemnify and hold harmless each Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of each Agent and each Lender (each an “indemnified person”) in connection with any expenses, losses, claims, damages or liabilities to which an Agent, a Lender or such indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of activities of the Borrower that violate Environmental Laws, and to reimburse each Agent, each Lender and each indemnified person, upon their demand, for any reasonable fees and legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises). Notwithstanding the foregoing, the Borrower shall be reimbursed have no obligation hereunder to an indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such indemnified person. To the extent permitted by law, the Borrower shall not assert, and hereby waives, any claim against any indemnified person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of this Agreement, any other Loan Document, any transaction contemplated by the Borrower upon presentation to the Borrower of a statement of accountLoan Documents, regardless of whether this Agreement is executed and delivered by the parties hereto any Advance or the transactions contemplated by this Agreement are consummateduse of proceeds thereof.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent Agent, the Issuing Banks and each Arranger the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Basic Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and out-of-pocket expenses of counselMilbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to Citibank, but limited to not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement the Basic Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expensesexpenses of the Administrative Agent, if the Issuing Banks and the Lenders in connection with the enforcement of the Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including including, without limitation, the reasonable and documented fees and out-of-pocket expenses of one counsel to for the Administrative Agent Agent, each Issuing Bank and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest Lender with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholethereto), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Each Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent Agent, the Issuing Banks and each Arranger the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Agent, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the transactions contemplated by this Agreement are consummated, (B) the reasonable and documented fees and expenses of counsel for the Agent with respect thereto, with respect to advising the Credit Agreement ---------------- Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, and (C) with respect to negotiations with any Obligor or with other creditors of any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other documents to be delivered hereunder, similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent Agent, each Issuing Bank and each Lender with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (ii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholethereto), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement Agreement, (ii) all costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of (x) one counsel to the Administrative Agent Agent, each Issuing Bank and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent Agent, each Issuing Bank and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent Agent, any Issuing Bank or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower to any Secured Party under this Common Agreement or any other Financing Document shall be supplied without cost to such Secured Party. The Borrower agrees to pay and reimburse on demand shall pay, within five (5) Business Days after receipt of an invoice by the Borrower, (i) all reasonable out-of-pocket costs and expenses of each Lender Representative (including the reasonable fees and disbursements of its counsel), incurred in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to in this Common Agreement or any other Financing Document or relating to the transactions contemplated hereby or thereby, and (3) the filing or recording of any Financing Document and of any other document or instrument required to be filed in connection therewith; (ii) the reasonable fees and disbursements of the Independent Engineer, the Environmental Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time; (iii) all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Arranger Lender Representatives incurred in connection with the preparation, execution, delivery, administration, modification and amendment ongoing administration of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement transactions contemplated hereby; and (iiiv) all costs and expenses, if any expenses (including the reasonable and documented fees and outdisbursements of counsel, including in-house counsel) of any Lender Representative incident to (x) the investigation of any Default or Event of Default, (y) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents or the custody or preservation of-pocket expenses of one counsel to , the Administrative Agent and each of the Lenders taken as a wholesale of, andcollection from, if reasonably necessaryor other realization upon, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender in connection with the enforcement Collateral (whether through negotiations, legal proceedings or otherwise), or (z) any workout or restructuring of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement the Financing Documents. In the event that any Secured Party incurs any costs or expenses or renders any services in connection with a Bankruptcy Event of Default, such costs and expenses (including the reasonable charges and expenses of counsel) and the compensation for such services are consummatedintended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay and reimburse on within 30 days after demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket out‑of‑pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and the other Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Swingline Loan or any demand for payment thereunder. The Borrower further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses, if any (including the including, without limitation, reasonable and documented counsel fees and out-of-pocket expenses of one counsel to the Administrative Agent Agent, each Issuing Bank, the Swingline Lender and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a wholeLenders), incurred by the Administrative Agent Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.4(a8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) The Whether or not the transactions contemplated hereby shall be consummated, each Borrower agrees to pay and reimburse on demand promptly (i) all the actual and reasonable costs and expenses of the Administrative Agent preparation of the Facility Documents and each Arranger all other documents, agreements and instruments required by, or entered into in connection therewith, and any consents, amendments, waivers or other modifications thereto, and of each Borrower’s performance of and compliance with the preparation, execution, delivery, administration, modification all agreements and amendment of conditions on its part to be performed or complied with under this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and Facility Documents including with respect to advising the Administrative Agent as to its rights confirming compliance with environmental, insurance and responsibilities under this Agreement and solvency requirements, (ii) the fees, expenses and disbursements of counsel to the Lender in connection with the negotiation, preparation and execution of the Facility Documents, (iii) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Lender pursuant to any Security Document and all other documents, agreements and instruments required by, or entered into in connection therewith, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and fees, expenses and disbursements of counsel to the Lender and of counsel providing any opinions required by the terms of the Facility Documents, (iv) the custody or preservation of any of the Collateral or the Lien created under any Security Document, including any and all periodic field examinations and appraisals of trademarks and inventory conducted by or on behalf of the Lender, and (v) both before and after the occurrence of an Event of Default, all costs and expenses, if any (including the reasonable and documented attorneys’ fees and out-of-pocket expenses costs of one counsel to the Administrative Agent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole)settlement, incurred by the Administrative Agent Lender in enforcing any Obligations of or in collecting any Lender payments due from any Borrower hereunder or under the other Facility Documents, including, but not limited to such costs and expenses incurred by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement (whether through negotiations, legal proceedings of any guarantee) or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with any refinancing or restructuring of the enforcement of rights credit arrangements provided under this Section 10.4(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by Agreement in the Borrower upon presentation to the Borrower nature of a statement “work-out” or pursuant to any insolvency or bankruptcy proceedings of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummatedBorrower.

Costs, Expenses and Indemnification. (a) All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower to any Secured Party under this Agreement or any other Loan Document shall be supplied without cost to any Secured Party. The Borrower agrees to pay and reimburse shall pay, on demand (iI) all reasonable out-of-pocket costs and expenses, including all reasonable pre-closing costs, of the Administrative Agent, the Lenders and the LC Issuers (including the reasonable fees and disbursements of (A) Xxxxx Xxxxxxxxxx LLP, special counsel to the Administrative Agent, the Lenders and the LC Issuers and (B) special Massachusetts counsel to the Administrative Agent, the Lenders and the LC Issuers), incurred in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents and (2) the review of any of the other agreements, instruments or documents referred to in this Agreement or relating to the transactions contemplated hereby; (ii) the reasonable fees and disbursements of the Independent Engineer, the Power Market Consultant, the Fuel Consultant and the Insurance Consultant for their services rendered to the Secured Parties from time to time payable under their respective engagement letters approved in writing by the Borrower, subject to maximum reimbursement amounts set forth therein; (iii) all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the ongoing administration of the transactions contemplated hereby; (iv) all reasonable out-of-pocket costs and expenses of the members of the Technical Committee which are incidental to the performance of their duties and responsibilities hereunder; (v) all reasonable costs and expenses of any of the Collateral Agent, the Depositary, the Administrative Agent and each Arranger in connection with members of the preparationTechnical Committee or, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and clause (ii4) all costs and expensesbelow, if any Secured Party (including the reasonable and documented fees and out-of-pocket expenses disbursements of one counsel their legal counsel) incident to (1) the Administrative Agent and each collection of the Lenders taken as a whole, and, if reasonably necessary, a single specialty Obligations or local counsel to the Administrative Agent and each protection or enforcement of the Lenders taken as a whole; provided that in Obligations during the case occurrence and continuation of an actual or perceived conflict any Borrower Event of interest with respect to any of Default, (2) the foregoing counselinvestigation, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent or any Lender action in connection with therewith, of any Project Default, Borrower Default, Project Event of Default or Borrower Event of Default, (3) the enforcement enforcement, collection, protection or preservation of any right or claim under the Transaction Documents (whether through negotiations, legal proceedings or otherwise), or (4) any workout or restructuring of this Agreement the transactions contemplated by the Loan Documents; (v) the reasonable expenses payable to the Lead Arrangers under any fee letter executed by it and the other documents to be delivered hereunderBorrower; and (vi) any reasonable costs or expenses incurred by the Lead Arrangers, including, without limitation, reasonable counsel fees and expenses any co-arranger or any Affiliate of either thereof in connection with the enforcement syndication of rights the loans made pursuant hereto. The Borrower hereby agrees to indemnify and hold each Lender, the LC Issuers, the Administrative Agent, the Collateral Agent, the Lead Arrangers, each member of the Technical Committee and their respective officers, directors, employees, professional advisors and Affiliates (each an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorneys' fees and expenses) which any of them may incur or which may be claimed against any of them by any Person by reason of or in connection with consummation of the transactions contemplated by the Commitment Letter dated December 7, 2000 among Sithe and the Lead Arrangers, the Loan Documents or any investigation, litigation or other proceeding relating to the foregoing or any Project (each, a "Project Matter" and, collectively, the "Project Matters"), initiated by a Person other than the parties hereto, other than as a result of the Indemnified Person's gross negligence or willful misconduct as found by a court of competent jurisdiction. Without limiting the generality of subsection (b), above, the Borrower further agrees to indemnify and hold harmless each Indemnified Person from and against any and all claims, losses, liabilities, suits, obligations, fines, damages, judgments, penalties, charges, costs and expenses (including reasonable attorneys' fees and disbursements) (whether civil or criminal, arising under a theory of negligence or strict liability, or otherwise) which may be imposed on, incurred or paid by or asserted against such Indemnified Person in connection with or resulting from any Environmental Discharge relating to any Project (each, an "Environmental Matter" and collectively, the "Environmental Matters") (I) at, upon or under any property of the Borrower or any of its Affiliates or any Project Party by or on behalf of any Person or (ii) by or on behalf of the Borrower or any of its Affiliates or any Project Party at any time and in any place. The agreements of the Borrower in subsections (b) and (c), above, shall be in addition to any liabilities that the Borrower may otherwise have and shall apply whether or not a Secured Party or any other Indemnified Person is a formal party to any lawsuit, claim or other proceeding. Solely for purposes of enforcing the agreements set forth in subsections (b) and (c), above, the Borrower hereby consents, to the extent permitted by Law, to personal jurisdiction, service and venue in any court in which any claim or proceeding that relates to a Project Matter or an Environmental Matter is brought against an Indemnified Person. The Borrower's obligations under this Section 10.4(a)10.04 shall survive the repayment of all amounts owing to the Lenders under the Notes and the termination of the Commitments. Such reasonable fees If and out-of-pocket expenses shall be to the extent that the obligations of the Borrower under this Section 10.04 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Lenders agree to indemnify and hold harmless the LC Issuers, the Administrative Agent, the Collateral Agent, the Lead Arrangers and each member of the Technical Committee and their respective officers, directors, employees, professional advisors and Affiliates, in their respective capacities as such (to the extent not reimbursed by the Borrower upon presentation and without limiting the obligation, if any, of the Borrower to do so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent, any Lead Arranger or any member of the Technical Committee in its capacity as such in any way relating to or arising out of this Agreement or any Loan Document, or the performance of its duties and responsibilities hereunder or any action taken or omitted to be taken by the Administrative Agent, any Lead Arranger or any member of the Technical Committee in its capacity as such under or in connection with any of the foregoing; provided, that the Lenders shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the Borrower extent that any of the foregoing result in such Person's gross negligence or willful misconduct as determined by a statement court of account, regardless competent jurisdiction. The agreements in this Section 10.04(f) shall survive the payment or satisfaction in full of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummatedObligations.