Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the Notes, the administration of this Agreement and the Notes, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the Notes. (b) The Borrowers hereby agree to indemnify and hold the Agents and each Lender and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)at, upon or under any property of the Borrowers or any of their respective Affiliates or (2)by or on behalf of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold each Joint Lead Arranger, each Co-Syndication Agent, the Agents Documentation Agent, the Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 settlement costs and reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which that any of them may incur or which that may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 6, 1996 2004 among the BorrowersBorrower, CitibankUnion Bank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Barclays Capital and Barclays Bank and Fleet National BankPLC.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold each Joint Lead Arranger, each Co-Syndication Agent, the Agents Documentation Agent, the Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 settlement costs and reasonable attorney's ’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which that any of them may incur or which that may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower’s obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower’s obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16November 14, 1996 2005 among the BorrowersBorrower, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Union Bank and Fleet National BankBarclays Capital, the Investment Banking Division of Barclays Bank PLC.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold each Joint Lead Arranger, each Co-Syndication Agent, the Agents Documentation Agent, the Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 settlement costs and reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which that any of them may incur or which that may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): ): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance; (ii) in connection with , or resulting from the utilizationissuance of, storageor the use by the Borrower of, disposal, treatment, generation, transportation, release or ownership of the use by any Hazardous Substance (1)at, upon or under any property Beneficiary of the Borrowers or proceeds of, any Letter of their respective Affiliates or (2)by or on behalf of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.Credit;

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: , all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses), of (i) all costs and expenses of the Administrative Agent and CSI in connection with the preparation, negotiation, execution and delivery of this Agreement the Loan Documents and the Notes, the administration of this Agreement the Loan Documents, the care and the Notescustody of any and all collateral, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent)thereto; and (ii) all costs and expenses of the Administrative Agent Agent, CSI and each Lender (including all fees and expenses of counsel) in connection with the enforcement, enforcement (whether through negotiations, legal proceedings or otherwise, ) of this Agreement and Agreement, the NotesNotes or any other Loan Document. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold each Lender, CSI, the Agents Administrative Agent and each Lender and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or any of the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any of the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Administrative Agent under the Loan Documents and the termination of the Commitment of any Lender and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold the Agents Administrative Agent and each Lender Lender, and its officers, directors, employees, professional advisors and affiliates (each, an "Indemnified PersonINDEMNIFIED PERSON") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16February 15, 1996 among 2000 between the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank Borrower and Fleet National BankCIBC.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold the Agents Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 31, 1996 2001 among the BorrowersBorrower, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Union Bank and Fleet National Bank.Barclays Bank PLC..

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold each Person identified on the Agents cover page of this Agreement as a “Joint Lead Arranger”, the Administrative Agent, each Lender, their respective Affiliates, and each Lender and its such Person’s officers, directors, employees, professional advisors and affiliates Affiliates (each, an "“Indemnified Person"”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including settlement costs and reasonable attorney's ’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigationinvestigation and whether or not such proceeding or investigation is brought by the Borrower or any of its Affiliates or any of their respective directors, securityholders or creditors, an Indemnified Person or any other Person) which that any of them may incur or which that may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower also agrees not to assert, and hereby waives, any claim against any Indemnified Person on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances. No Indemnified Person referred to in this subsection (c) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (d) The Borrower’s obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (de) The Borrowers' Borrower’s obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter Proposal Letter, dated as of September 16March 9, 1996 among 2012, between the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank Borrower and Fleet National Union Bank.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold the Agents Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16November 13, 1996 2000 among the BorrowersBorrower, CitibankUnion Bank, Citicorp SecuritiesBarclays Bank PLC and Bank One, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National BankNA.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold each Joint Lead Arranger, each Co-Syndication Agent, the Agents Documentation Agent, the Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 settlement costs and reasonable attorney's ’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which that any of them may incur or which that may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower’s obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.

Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); ) and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers hereby agree to indemnify and hold the Agents Administrative Agent and each Lender Lender, and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of any of the Borrowers or any of their respective Affiliates or (2)by B) by or on behalf of any of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 31, 1996 2001 among the Borrowers, Citibank, Citicorp SecuritiesSalomon Smith Barney, Inc.Inc. and Banc One Capital Xxxxxxx, Toronto Dominion Securities Xxx. (USAe) Inc.Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 10.04, The Toronto-Dominion Bank such pro rata share to be determined on the basis of such Borrower's Fraction; provided, however, that if and Fleet National Bankto the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold the Agents Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 25, 1996 1999 among the BorrowersBorrower, CitibankUnion Bank, Citicorp SecuritiesBarclays Bank PLC and Bank One, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.NA

Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); ) and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers hereby agree to indemnify and hold each Joint Lead Arranger, each Co-Syndication Agent, the Agents Documentation Agent, the Administrative Agent and each Lender Lender, and its 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 settlement costs and reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of any of the Borrowers or any of their respective Affiliates or (2)by B) by or on behalf of any of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 6, 1996 2003 among the Borrowers, Citibank, Citicorp SecuritiesCitigroup Global Markets Inc. and Banc One Capital Markets, Inc. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 10.04, Toronto Dominion Securities such pro rata share to be determined on the basis of such Borrower's Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (USAsubject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) Inc.to be directly attributable to a specific Borrower, The Toronto-Dominion Bank and Fleet National Bankonly such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers agree Borrower agrees to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); (ii) all customary and reasonable charges, costs and expenses of the Fronting Bank in connection with the issuance, transfer, modification or amendment of any Letter of Credit (including, in each case, the reasonable fees and expenses of counsel to the Fronting Bank); and (iiiii) all costs and expenses of the Administrative Agent Agent, the Fronting Bank and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers Borrower hereby agree agrees to indemnify and hold the Agents Administrative Agent, the Fronting Bank and each Lender Lender, and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which that any of them may incur or which that may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any the Borrower of the proceeds of any Advance, or the issuance of, or the use by the Borrower of, or the use by any Beneficiary of the proceeds of, any Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Borrower or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Borrower or any of their respective its Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' Borrower's obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Fronting Bank under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Borrower under this Section 10.04 are unenforceable for any reason, the Borrowers agree Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' Borrower's obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their its indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 3, 1996 2002 among the BorrowersBorrower, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Union Bank and Fleet National Bank.Barclays Bank PLC..

Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); ) and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers hereby agree to indemnify and hold each Joint Lead Arranger, each Co-Syndication Agent, the Agents Documentation Agent, the Administrative Agent and each Lender Lender, and its 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 settlement costs and reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of any of the Borrowers or any of their respective Affiliates or (2)by B) by or on behalf of any of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 6, 1996 2004 among the Borrowers, Citibank, Citicorp Securities, Citigroup Global Markets Inc., Toronto Dominion CUSA and X.X. Xxxxxx Securities Inc. (USAe) Inc.Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 10.04, The Toronto-Dominion Bank such pro rata share to be determined on the basis of such Borrower's Fraction; provided, however, that if and Fleet National Bankto the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the Notes, the administration of this Agreement and the Notes, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the Notes. (b) The Borrowers hereby agree to indemnify and hold the Agents Administrative Agent and each Lender and its officers, directors, employees, professional advisors and affiliates (each, an "Indemnified Person"'INDEMNIFIED PERSON') harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)at, upon or under any property of the Borrowers or any of their respective Affiliates or (2)by or on behalf of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.

Costs, Expenses and Indemnification. (a) The Borrowers agree to pay when due, in accordance with the terms hereof: (i) all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the NotesLoan Documents, the administration of this Agreement and the NotesLoan Documents, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent); ) and (ii) all costs and expenses of the Administrative Agent and each Lender (including all fees and expenses of counsel) in connection with the enforcement, whether through negotiations, legal proceedings or otherwise, of this Agreement and the NotesLoan Documents. (b) The Borrowers hereby agree to indemnify and hold the Agents Administrative Agent and each Lender Lender, and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement or the Notes Loan Documents or any transaction contemplated thereby, or the use by any Borrower of the proceeds of any Advance; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of any of the Borrowers or any of their respective Affiliates or (2)by B) by or on behalf of any of the Borrowers or any of their respective Affiliates at any time and in any place; or (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents. (c) The Borrowers' obligations under this Section 10.04 shall survive the assignment by any Lender pursuant to Section 10.07 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement and the Notes Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 10.04 are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16October 3, 1996 2002 among the Borrowers, Citibank, Citicorp SecuritiesSxxxxxx Xxxxx Bxxxxx, Inc. and Banc One Capital Markets, Inc. (e) Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 10.04, Toronto Dominion Securities such pro rata share to be determined on the basis of such Borrower's Fraction; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (USAsubject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) Inc.to be directly attributable to a specific Borrower, The Toronto-Dominion Bank and Fleet National Bankonly such Borrower shall be liable for such payments.

Costs, Expenses and Indemnification. (a) The Borrowers agree Account Party agrees to pay when dueon demand all costs and expenses, in accordance with the terms hereof: if any (including, without limitation, reasonable counsel fees and expenses), of (i) all costs the Agent and expenses of the Administrative Agent Issuing Bank in connection with the preparation, negotiation, execution and delivery of this Agreement the Loan Documents and the Notes, the administration of this Agreement the Loan Documents, the care and the Notescustody of any and all collateral, and any proposed modification, amendment, or consent relating thereto (including, in each case, the reasonable fees and expenses of counsel to the Administrative Agent)thereto; and (ii) all costs and expenses of the Administrative Agent Agent, the Issuing Bank and each Lender (including all fees and expenses of counsel) Participating Bank in connection with the enforcement, enforcement (whether through negotiations, legal proceedings or otherwise, ) of this Agreement and the Notesor any other Loan Document. (b) The Borrowers Account Party hereby agree agrees to indemnify and hold the Agents Agent, the Issuing Bank and each Lender Participating Bank and its 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 attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or investigation or is otherwise subjected to judicial or legal process arising from any such proceeding or investigation) which any of them may incur or which may be claimed against any of them by any person or entity (except to the extent such claims, damages, losses, liabilities, costs or expenses arise from the gross negligence or willful misconduct of the Indemnified Person): (i) by reason of or in connection with the execution, delivery or performance of this Agreement any of the Loan Documents or the Notes Related Documents or any transaction contemplated thereby, or the use by any Borrower the Account Party of the proceeds of any AdvanceAdvance or the use by the Paying Agent or the Trustee of the proceeds of any drawing under the Letter of Credit; (ii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (1)atA) at, upon or under any property of the Borrowers Account Party or any of their respective its Affiliates or (2)by B) by or on behalf of the Borrowers Account Party or any of their respective its Affiliates at any time and in any place; or; (iii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of any of the Loan Documents; (iv) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Account Party shall not be required to indemnify the Agent, the Issuing Bank or any Participating Bank pursuant to this Agreement Section for any claims, damages, losses, liabilities, costs or expenses to the Notesextent caused by (A) the Issuing Bank's willful misconduct or gross negligence, as determined by a court of competent jurisdiction, in determining whether documents presented under the Letter of Credit are genuine or comply with the terms of the Letter of Credit or (B) the Issuing Bank's willful or grossly negligent failure, as determined by a court of competent jurisdiction, to make lawful payment under the Letter of Credit after the presentation to it by the Paying Agent of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit; or (v) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any untrue statement or alleged untrue statement of any material fact, contained in any preliminary official statement relating to the Bonds or in any Preliminary Official Statement or Official Statement relating to the Bonds or any amendment or supplement thereto, except to the extent contained in or arising from information in any Preliminary Official Statement or Official Statement relating to the Bonds supplied in writing by and describing the Issuing Bank. (c) Nothing contained in this Section 10.04 is intended to limit the Account Party's obligations set forth in Articles II, III and IV. The Borrowers' Account Party's obligations under this Section 10.04 shall survive the assignment by creation and sale of any Lender participation interest pursuant to Section 10.07 10.06 hereof and shall survive as well the repayment of all amounts owing to the Lenders under this Agreement Agent, the Issuing Bank and the Notes Participating Banks under the Loan Documents and the termination of the Commitments. If and to the extent that the obligations of the Borrowers Account Party under this Section 10.04 are unenforceable for any reason, the Borrowers agree Account Party agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. (d) The Borrowers' obligations under this Section 10.04 are in addition to and shall not be deemed to supersede their indemnification and similar obligations set forth in that certain Commitment Letter dated as of September 16, 1996 among the Borrowers, Citibank, Citicorp Securities, Inc., Toronto Dominion Securities (USA) Inc., The Toronto-Dominion Bank and Fleet National Bank.