Common use of Expenses; Documentary Taxes; Indemnity Clause in Contracts

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Fronting Banks and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents and any local counsel retained by them, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Fronting Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Fronting Banks or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Fronting Banks or any Lender, in connection with the enforcement or protection of its rights in connection with any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) of this Agreement is subject to the applicable limitations specified therein. (b) The Borrowers shall indemnify each Agent, each Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or threatened claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations under the Loan Documents or the consummation of the transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by a Fronting Bank 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), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Equistar or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against any Indemnitee. (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders or the Administrative Agent. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agents, the Servicing Agent, the Fronting Banks Bank and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents and any local counsel retained by themAdministrative Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Fronting Banks Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-out- of-pocket expenses incurred by the Administrative Agents, the Servicing Agent, the Fronting Banks Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agents, the Servicing Agent, the Fronting Banks Bank or any Lender, in connection with the enforcement or protection of its rights in connection with any Loan Documentthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) of this Agreement is subject to the applicable limitations specified therein. (b) The Borrowers Borrower shall indemnify each the Administrative Agents, the Servicing Agent, each the Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or threatened claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the execution or delivery of the Loan Documents this Agreement or any agreement or instrument contemplated therebyhereby, the performance by the parties hereto of their respective obligations under the Loan Documents hereunder or the consummation of the transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by a the Fronting Bank 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), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Equistar the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful wilful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against any Indemnitee. (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Lenders or the Administrative AgentAgents. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agents, the Servicing Agent, the Collateral Agent, the Fronting Banks and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agents and any local counsel retained by them, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Fronting Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agents, the Servicing Agent, the Collateral Agent, the Fronting Banks or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agents, the Servicing Agent, the Collateral Agent, the Fronting Banks or any Lender, in connection with the enforcement or protection of its rights in connection with any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) of this Agreement is subject to the applicable limitations specified therein. (b) The Borrowers Borrower shall indemnify each Agent, each Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or threatened claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations under the Loan Documents or the consummation of the transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by a Fronting Bank 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), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Equistar the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful wilful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each the Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against any Indemnitee. (c) The provisions of this Section 10.05 9.05 shall remain operative and in ---- full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders or the Administrative AgentAgents. All amounts due under this Section 10.05 9.05 shall be payable on written demand therefor.

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers shall Company agrees to pay (i) all reasonable out-of-pocket expenses incurred by of the Administrative Agent, the Fronting Banks and their respective Affiliates, including the reasonable fees, charges fees and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents and any local counsel retained by themAdministrative Agent, in connection with the syndication preparation, execution and delivery of the credit facilities provided for hereinthis Agreement, the preparation and administration of the Loan Documents any waiver or consent hereunder or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)amendment hereof, (ii) all reasonable out-of-pocket expenses incurred by the Fronting Banks any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent, the Fronting Banks any Bank or any LenderIssuing Bank, including the reasonable fees, disbursements and other charges and disbursements of any either internal or external counsel for (as the Administrative Agent, the Fronting Banks such Bank or any Lendersuch Issuing Bank chooses), in connection with the such Event of Default and collection and other enforcement proceedings resulting therefrom. The Company shall indemnify each Bank and each Issuing Bank against any transfer taxes, documentary taxes or protection of its rights in connection with similar assessments or charges made by any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement governmental authority by reason of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) execution and delivery of this Agreement is subject to the applicable limitations specified thereinAgreement. (b) The Borrowers shall Company agrees to indemnify each AgentBank, each Fronting Bank Issuing Bank, the Administrative Agent and each Lenderof their respective, officers, directors, employees and each Related Party of any of the foregoing Persons agents (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all ---------- liabilities, losses, claims, damages, liabilities costs and related expensesexpenses of any kind (including, including without limitation, the fees, charges reasonable fees and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection withwith any investigative, administrative or as a result of any actual or threatened claim, litigation, investigation or judicial proceeding, whether based on contract, tort or any other theory and regardless of whether any not such Indemnitee is shall be designated a party thereto), which may be incurred by any Indemnitee, relating to (i) the execution or delivery arising out of the Loan Documents or any agreement or instrument contemplated therebythis Agreement, the performance by the parties hereto of their respective obligations under the Loan Documents or the consummation of the transactions contemplated thereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom thereof (including any refusal by a Fronting any Issuing Bank 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), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Equistar or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar or any of its Subsidiaries; provided that such indemnity no Indemnitee shall not, as have the -------- right to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of such Indemnitee. Without limiting the generality of the foregoing, each Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against any Indemniteecompetent jurisdiction. (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders or the Administrative Agent. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers shall Company agrees to pay (i) all reasonable out-of-pocket expenses incurred by of the Administrative Agent, the Fronting Banks and their respective Affiliates, including the reasonable fees, charges fees and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents and any local counsel retained by themAdministrative Agent, in connection with the syndication preparation, execution and delivery of the credit facilities provided for hereinthis Agreement, the preparation and administration of the Loan Documents any waiver or consent hereunder or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)amendment hereof, (ii) all reasonable out-of-pocket expenses incurred by the Fronting Banks any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent, the Fronting Banks any Bank or any LenderIssuing Bank, including the reasonable fees, disbursements and other charges and disbursements of any either internal or external counsel for (as the Administrative Agent, the Fronting Banks such Bank or any Lendersuch Issuing Bank chooses), in connection with the such Event of Default and collection and other enforcement proceedings resulting therefrom. The Company shall indemnify each Bank and each Issuing Bank against any transfer taxes, documentary taxes or protection of its rights in connection with similar assessments or charges made by any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement governmental authority by reason of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) execution and delivery of this Agreement is subject to the applicable limitations specified thereinAgreement. (b) The Borrowers shall Company agrees to indemnify each AgentBank, each Fronting Bank Affiliate, each Issuing Bank, the Administrative Agent and each Lenderof their respective officers, directors, employees and each Related Party of any of the foregoing Persons agents (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any ---------- and all liabilities, losses, claims, damages, liabilities costs and related expensesexpenses of any kind (including, including without limitation, the fees, charges reasonable fees and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection withwith any investigative, administrative or as a result of any actual or threatened claim, litigation, investigation or judicial proceeding, whether based on contract, tort or any other theory and regardless of whether any not such Indemnitee is shall be designated a party thereto), which may be incurred by any Indemnitee, relating to (i) the execution or delivery arising out of the Loan Documents or any agreement or instrument contemplated therebythis Agreement, the performance by the parties hereto of their respective obligations under the Loan Documents or the consummation of the transactions contemplated thereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom thereof (including any refusal by a Fronting any Issuing Bank 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), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Equistar or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar or any of its Subsidiaries; provided that such indemnity no Indemnitee -------- shall not, as have the right to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of such Indemnitee. Without limiting the generality of the foregoing, each Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against any Indemniteecompetent jurisdiction. (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders or the Administrative Agent. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent, the Fronting Banks Banks, the Arrangers, the Lenders as of the Initial Funding Date and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents and any local counsel retained by them, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-out of pocket expenses incurred by the Fronting Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-reasonable out of pocket expenses incurred by the Administrative Agent, the Fronting Banks Banks, the Arrangers or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Fronting Banks or any Lender, in connection with the enforcement or protection of its rights in connection with any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) of this Agreement is subject to the applicable limitations specified therein. (b) The Borrowers shall indemnify each Agent, each Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or threatened claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations under the Loan Documents or the consummation of the transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by a Fronting Bank 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), or (iii) any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by Equistar Lyondell or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar Lyondell or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or the Borrowers or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date). (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders or the Administrative Agent. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Documentary Taxes; Indemnity. (a) The Borrowers shall Company agrees to pay (i) all reasonable out-of-pocket expenses incurred by of the Administrative Agent, the Fronting Banks and their respective Affiliates, including the reasonable fees, charges fees and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents and any local counsel retained by themAdministrative Agent, in connection with the syndication preparation of the credit facilities provided for hereinthis Agreement, the preparation and administration of the Loan Documents any waiver or consent hereunder or any amendmentsamendment hereof, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Fronting Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) ii)if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent, the Fronting Banks Agent or any LenderBank, including the fees, charges reasonable fees and disbursements of any either internal or external counsel for (as the Administrative Agent, the Fronting Banks Agent or any Lendersuch Bank chooses), in connection with the such Event of Default and collection and other enforcement proceedings resulting therefrom. The Company shall indemnify each Bank against any transfer taxes, documentary taxes or protection of its rights in connection with similar assessments or charges made by any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit. It is understood that reimbursement governmental authority by reason of the Administrative Agent in respect of matters covered by Section 5.13(b)(iii) execution and delivery of this Agreement is subject to the applicable limitations specified thereinAgreement. (b) The Borrowers shall Company agrees to indemnify each Agent, each Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Administrative Agent against, and hold each Indemnitee Bank and the Administrative Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or threatened claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, relating to (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations under the Loan Documents or the consummation of the transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by a Fronting Bank 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), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Equistar or any of its Subsidiaries, or any Environmental Liability related in any way to Equistar or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each Borrower hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental and Safety Laws that it might have by statute or otherwise against of any Indemnitee. kind (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreementincluding, without limitation, the consummation reasonable fees and disbursements of counsel for any Bank or the transactions contemplated herebyAdministrative Agent in connection with any investigative, administrative or judicial proceeding, whether or not such Bank or the repayment of Administrative Agent shall be designated a party thereto), which may be incurred by any Bank or the LoansAdministrative Agent, the invalidity relating to or unenforceability of any term or provision arising out of this Agreement or any other Loan Document, actual or any investigation made by or on behalf proposed use of the Lenders or proceeds of Loans hereunder; provided that neither any Bank nor -------- the Administrative Agent. All amounts due under this Section 10.05 Agent shall have the right to be payable on written demand thereforindemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction.