Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) Each Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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 expenses of the Administrative Agent, 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto).

Costs, Expenses and Indemnification. (a) Each Whether or not the transactions contemplated hereby shall be consummated, each Borrower agrees to pay on demand promptly (i) all the actual and reasonable costs and expenses of the Administrative Agentpreparation of the Facility Documents and all other documents, the Issuing Banks 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 all agreements and conditions on its part to be performed or complied with under this Agreement and the Lenders other Facility Documents including with respect to confirming compliance with environmental, insurance and solvency requirements, (ii) the fees, expenses and disbursements of counsel to the Lender in connection with the preparationnegotiation, execution, delivery, administration, modification preparation and amendment execution of the Basic Documents including, without limitationFacility Documents, (Aiii) all due diligencethe actual costs and reasonable expenses of creating and perfecting Liens in favor of the Lender pursuant to any Security Document and all other documents, syndication (agreements and instruments required by, or entered into in connection therewith, including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording fees 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, ongoing audit expenses including reasonable attorneys’ fees and all costs of settlement, incurred by the Lender in enforcing any Obligations of or in collecting any payments due from any Borrower hereunder or under the other reasonable out-of-pocket Facility Documents, including, but not limited to such costs and expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses reason of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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 an 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 Administrative Agent, the Issuing Banks and the Lenders including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any guarantee) or in connection with any refinancing or restructuring of the Basic Documents, whether credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, bankruptcy proceedings of the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto)Borrower.

Costs, Expenses and Indemnification. (a) Each Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the Basic 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 Administrative Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibankthe 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 Administrative Agent with respect thereto, with respect to advising the Administrative Credit Agreement ---------------- Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic 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 Administrative Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Basic Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto).

Costs, Expenses and Indemnification. (a) Each Borrower agrees to pay on demand (i) all reasonable costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification delivery and amendment enforcement of the Basic Documents including, without limitation, (A) all due diligence, syndication (including printing, distribution this Agreement 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic 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 Administrative Agent, 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, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for Lender and the Administrative Agent, each Issuing Bank and each Lender travel costs of Lender’s in-house counsel (excluding any internal allocated charges of the Lender’s in-house counsel) with respect theretothereto and with respect to advising the Lender as to its respective rights and responsibilities under the Loan Documents. Borrower also agrees to pay on demand all reasonable losses, costs and expenses, if any (including reasonable counsel fees and expenses except for any internal allocated charge of Lender’s in-house counsel), incurred in connection with the preservation of, or the enforcement of, or legal advice in respect of, the rights or responsibilities of the Lender under the Loan Documents, including, without limitation, losses, costs and Collection Expenses sustained by the Lender as a result of any failure by the Borrower 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 Xxxxxxxx Islands or any subdivision thereof, (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, the Loan or the other Loan Documents or the transactions contemplated hereby, except to the extent resulting from the gross negligence or willful misconduct of the Lender.

Costs, Expenses and Indemnification. (a) Each Borrower agrees to pay on demand (i) all All costs and expenses of the Administrative Agent, the Issuing Banks Liquidity Agent and the Lenders each Liquidity Bank in connection with the preparation, execution, delivery, administrationmodification, modification and amendment of this Agreement, the Basic other Transaction Documents and the other documents to be delivered hereunder 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, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording the fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred of counsel shall be for the Liquidity Agent's or such Liquidity Bank's own account and shall not be payable by the Administrative Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel Liquidity Borrower. The Liquidity Borrower agrees to Citibank, 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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) pay on demand all costs and expenses expenses, subject to the provisions of Section 8.08 hereof, if any (including, without limitation, reasonable counsel fees and expenses), of the Administrative Agent, the Issuing Banks Liquidity Agent and the Lenders each Liquidity Bank in connection with the enforcement of this Agreement, the Basic Documentsother Transaction Documents and the other documents to be delivered hereunder and thereunder, whether including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). 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 actionand all claims, suit or litigationdamages, any bankruptcylosses, insolvency or other similar proceeding affecting creditors' rights generally or otherwise liabilities, and expenses, (including, without limitation, the reasonable and documented fees and 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, 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 resulting from such Indemnified Party's gross negligence or willful misconduct. Without prejudice to the survival of counsel for any other agreement of the Administrative AgentLiquidity Borrower hereunder, each Issuing Bank the agreements and each Lender with respect thereto)obligations of the Liquidity Borrower contained in this Section 8.04(a) shall survive the termination of this Agreement.

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent, the Issuing Banks Agent and the Lenders each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the Basic Documents other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution the reasonable and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording documented fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including of counsel, but limited to the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, responsibilities under 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) 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 AgentAgent and each of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Issuing Banks 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 Lenders other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses 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, without limitation, the under this Section 10.4(a). Such reasonable and documented fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of counsel for a statement of account, regardless of whether this Agreement is executed and delivered by the Administrative Agent, each Issuing Bank and each Lender with respect thereto)parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special counsel to Citibank, 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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 expenses of the Administrative Agent, 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto).

Costs, Expenses and Indemnification. (a) Each All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower agrees to pay on demand any Secured Party under this Common Agreement or any other Financing Document shall be supplied without cost to such Secured Party. The Borrower shall pay, within five (5) Business Days after receipt of an invoice by the Borrower, (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the 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 costs and expenses incurred by the Administrative Agent of each Lender Representative (including the reasonable fees and documented 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 Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any the Lender Representatives incurred in connection with the ongoing administration of the transactions contemplated by this Agreement are consummatedhereby; and (iv) all costs and expenses (including the fees and disbursements of counsel, including in-house counsel) of any Lender Representative incident to (Bx) the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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 investigation of any Default or Event of Default Default, (y) the enforcement, collection, protection or preservation of any events right or circumstances claim under the Transaction Documents or the custody or preservation of, the sale of, collection from, or other realization upon, any of the Collateral (whether through negotiations, legal proceedings or otherwise), or (z) any workout or restructuring of the transactions contemplated by the Financing Documents. In the event that may reasonably be expected to give rise to any Secured Party incurs any costs or expenses or renders any services in connection with a Default or Bankruptcy Event of Default Default, such costs and with respect expenses (including the reasonable charges and expenses of counsel) and the compensation for such services are intended to presenting claims in or otherwise participating in or monitoring constitute expenses of administration under any applicable bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto)law.

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent, the Issuing Banks Agent and the Lenders each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the Basic Documents other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution the reasonable and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording documented fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including of counsel, but limited to the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilitiesresponsibilities under this Agreement, or the perfection, protection or preservation of rights or interests, under 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 expenses of the Administrative Agent, the incurred by any Issuing Banks and the Lenders Bank in connection with the enforcement issuance, amendment, renewal or extension of the Basic Documentsany Letter of Credit or any demand for payment thereunder, whether in and (iii) all costs and expenses, if any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of (x) one counsel for to the Administrative Agent, each Issuing Bank and each Lender of the Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative 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 theretoto any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative 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 8.04(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) Each Borrower The Company agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the Basic 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 Administrative Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counselCUSA) 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic 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 Administrative Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Basic Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto).

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent, the Issuing Banks Agent and the Lenders each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the Basic Documents other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution the reasonable and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording documented fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including of counsel, but limited to the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilitiesresponsibilities under this Agreement, or the perfection, protection or preservation of rights or interests, under 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 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 (iii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative 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, each Issuing Banks 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, any Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the Lenders other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses 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, without limitation, the under this Section 10.4(a). Such reasonable and documented fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of counsel for a statement of account, regardless of whether this Agreement is executed and delivered by the Administrative Agent, each Issuing Bank and each Lender with respect thereto)parties hereto or the transactions contemplated by this Agreement are consummated.

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks Agent and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxxXxXxxx LLP, special New York counsel to Citibank, and Blake, Xxxxxxx & Xxxxxxx, special Canadian counsel to the Administrative 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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 expenses of the Administrative Agent, the Issuing Banks Agent 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank Agent and each Lender with respect thereto).

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay on and reimburse within 30 days after demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Basic other Loan Documents and the other documents to be delivered hereunder, 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 out‑of‑pocket expenses of counsel for the Administrative Agent with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilities, or responsibilities under this Agreement and the perfection, protection or preservation of rights or interests, under the Basic other 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 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, without limitation, reasonable and documented counsel fees and expenses of the Administrative Agent, each Issuing Bank, the Swingline Lender and each of the Lenders), incurred by the Administrative Agent, any Issuing Banks Bank, the Swingline Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the Lenders other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and expenses 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect theretounder this Section 8.04(a).

Costs, Expenses and Indemnification. (a) Each Borrower The Company agrees to pay on and reimburse within 30 days after demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Basic other Loan Documents and the other documents to be delivered hereunder, 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 out‑of‑pocket expenses of counsel for the Administrative Agent with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilities, or responsibilities under this Agreement and the perfection, protection or preservation of rights or interests, under the Basic other 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 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, without limitation, reasonable and documented counsel fees and expenses of the Administrative Agent, each Issuing Bank, the Swingline Lender and each of the Lenders), incurred by the Administrative Agent, any Issuing Banks Bank, the Swingline Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the Lenders other documents to be delivered hereunder, including, without limitation, reasonable and documented counsel fees and expenses 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect theretounder this Section 8.04(a).

Costs, Expenses and Indemnification. (a) Each The Borrower agrees agrees, regardless of whether the Effective Date occurs, to pay promptly on demand (i) all reasonable costs and out-of-pocket expenses of the Administrative Agent, the Issuing Banks and the Lenders Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the Basic Documents other documents to be delivered hereunder or thereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording the reasonable 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 expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 Administrative Agent (including the allocated time charges of the Administrative Agent’s legal departments, as their respective internal counsel) with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, responsibilities under the Basic Documents, and (C) with respect this Agreement. The Borrower further agrees 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) pay promptly on demand all costs and expenses of the Administrative AgentAgents and of each Lender, if any (including, without limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the Issuing Banks enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the Lenders other documents to be delivered hereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 8.04(a). 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 Basic Documentslast day of the interest period for such Advance, whether in 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 actionother reason, suit 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 litigationexpenses which it may reasonably incur as a result of such payment, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, any loss, cost or expense incurred by reason of the reasonable 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 documented fees and expenses of counsel for the Administrative hold harmless each Agent, each Issuing Bank 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 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 have no obligation hereunder to an indemnified person with respect thereto)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 Loan Documents, any Advance or the use of proceeds thereof.

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses of the Administrative Agent, the Issuing Banks Agent and the Lenders each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the Basic Documents other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution the reasonable and bank meetings), transportation, computer, duplication, appraisal, insurance, consultant, search, filing and recording documented fees and expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including of counsel, but limited to the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, 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 out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, thereto and with respect to advising the Administrative Agent as to its rights and responsibilitiesresponsibilities under this Agreement, or the perfection, protection or preservation of rights or interests, under 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 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 (iii) all costs and expenses, if any (including the reasonable and documented fees and out-of-pocket expenses of one counsel to the Administrative 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, each Issuing Banks 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, any Issuing Lender or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the Lenders 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 Basic DocumentsBorrower upon presentation to the Borrower of a statement of account, regardless of whether in 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 actionand all direct claims, suit or litigationdamages, any bankruptcylosses, insolvency or other similar proceeding affecting creditors' rights generally or otherwise liabilities and expenses (including, without limitation, the reasonable and documented fees and expenses disbursements of counsel for 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 Administrative Agent, each Issuing Bank and each Lender 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) Each All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower agrees to pay on demand any Secured Party under this Common Agreement or any other Financing Document shall be supplied without cost to such Secured Party. The Borrower shall pay, within five (5) Business Days after receipt of an invoice by the Borrower, (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, modification and amendment of the 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 costs and expenses incurred by the Administrative Agent of each Creditor Representative (including the reasonable fees and documented 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 Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any the Creditor Representatives incurred in connection with the ongoing administration of the transactions contemplated by this Agreement are consummatedhereby; and (iv) all costs and expenses (including the fees and disbursements of counsel, including in-house counsel) of any Creditor Representative incident to (Bx) the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under 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 investigation of any Default or Event of Default Default, (y) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents or the custody or preservation of, the sale of, collection from, or other realization upon, any of the Collateral (whether through negotiations, legal proceedings or otherwise), or (z) any workout or restructuring of the transactions contemplated by the Financing Documents; provided that (A) the out-of-pocket costs and expenses of each Creditor Representative incurred on or before the Closing Date in connection with (1) the negotiation, preparation, execution and delivery of the Transaction Documents or any events waiver or circumstances that may reasonably be expected amendment of, or supplement or modification to, the Transaction Documents, (2) the review of any of the other agreements, instruments or documents referred to give rise in this Common Agreement or any other Financing Document or relating to a the transactions contemplated hereby or thereby, and (B) 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 (other than fees and disbursements incurred in connection with (1) any investigation of any Default or Event of Default Default, (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 through negotiations, legal proceedings or otherwise), or (3) any workout or restructuring of the transactions contemplated by 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 with respect expenses (including the reasonable charges and expenses of counsel) and the compensation for such services are intended to presenting claims in or otherwise participating in or monitoring constitute expenses of administration under any applicable bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent, 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, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank and each Lender with respect thereto)law.

Costs, Expenses and Indemnification. (a) Each All statements, reports, certificates, opinions and other documents or information required to be furnished by the Borrower agrees to pay any Secured Party under this Agreement or any other Loan Document shall be supplied without cost to any Secured Party. The Borrower 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, the Issuing Banks and the Lenders Agent incurred in connection with the preparation, execution, delivery, administration, modification and amendment ongoing administration of the Basic Documents including, without limitation, transactions contemplated hereby; (Aiv) 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 costs and expenses incurred by 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 (including and members of the reasonable and documented fees and expenses of MilbankTechnical Committee or, Tweed, Xxxxxx & XxXxxx, special counsel with respect to Citibank, but not, under this clause (A) or clause (B4) below, any Secured Party (including reasonable fees and disbursements of their legal counsel) incident to (1) the collection of the Obligations or protection or enforcement of the Obligations during the occurrence and continuation of any other counselBorrower Event of Default, (2) the investigation, or any action in connection therewith, of any Project Default, Borrower Default, Project Event of Default or Borrower Event of Default, (3) the enforcement, collection, protection or preservation of any right or claim under the Transaction Documents (whether through negotiations, legal proceedings or not otherwise), or (4) any workout or restructuring of the transactions contemplated by this Agreement are consummated, the Loan Documents; (Bv) the reasonable expenses payable to the Lead Arrangers under any fee letter executed by it and documented fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Documents, Borrower; and (Cvi) with respect to negotiations with any Obligor reasonable costs or with other creditors of expenses incurred by the Lead Arrangers, any Obligor co-arranger or any Affiliate of its Subsidiaries arising out either thereof in connection with the syndication of any Default or Event of Default or any events or circumstances that may reasonably be expected the loans made pursuant hereto. The Borrower hereby agrees to give rise to a Default or Event of Default indemnify and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcyhold each Lender, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the LC Issuers, the Administrative Agent, the Issuing Banks Collateral Agent, the Lead Arrangers, each member of the Technical Committee and the Lenders 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 the enforcement consummation of the Basic Documentstransactions 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 actionplace. The agreements of the Borrower in subsections (b) and (c), suit above, shall be in addition to any liabilities that the Borrower may otherwise have and shall apply whether or litigationnot a Secured Party or any other Indemnified Person is a formal party to any lawsuit, any bankruptcy, insolvency claim or other similar proceeding affecting creditors' rights generally or otherwise proceeding. Solely for purposes of enforcing the agreements set forth in subsections (includingb) and (c), without limitationabove, the reasonable Borrower hereby consents, to the extent permitted by Law, to personal jurisdiction, service and documented fees 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 10.04 shall survive the repayment of all amounts owing to the Lenders under the Notes and expenses the termination of counsel the Commitments. If and 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, each Issuing Bank the Collateral Agent, the Lead Arrangers and each Lender 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 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 respect thereto)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 extent that any of the foregoing result in such Person's gross negligence or willful misconduct as determined by a court of competent jurisdiction. The agreements in this Section 10.04(f) shall survive the payment or satisfaction in full of the Obligations.

Costs, Expenses and Indemnification. (a) Each The Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Basic 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 Administrative Agent (including the reasonable and documented fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Citibank, but not, under this clause (A) or clause (B) below, of any other counselthe Administrative Agent) 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 Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Basic Loan Documents, and (C) with respect to negotiations with any Obligor the Borrower or with other creditors of any Obligor the Borrower 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 Administrative Agent, the Issuing Banks Banks, Swing Line Lenders and the Lenders in connection with the enforcement of the Basic Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, each Issuing Bank Bank, each Swing Line Lender and each Lender with respect thereto).