Common use of Payment of Expenses and Taxes; Indemnification Clause in Contracts

Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY AGREES (A) TO PAY OR REIMBURSE THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) FOR ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS WITH RESPECT TO THE FOREGOING TO BE SUBMITTED TO THE COMPANY PRIOR TO THE CLOSING DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE CLOSING DATE) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH OTHER PERIODIC BASIS AS THE COLLATERAL AGENT SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH CREDITOR (OTHER THAN HOLDERS) AND THE COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL (AND OTHER AGENTS AND PROFESSIONALS), TO EACH CREDITOR (OTHER THAN HOLDERS) AND TO THE COLLATERAL AGENT, (C) TO PAY, INDEMNIFY, AND HOLD EACH CREDITOR AND THE COLLATERAL AGENT HARMLESS FROM AND AGAINST, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (D) TO PAY, INDEMNIFY, AND HOLD EACH CREDITOR AND THE COLLATERAL AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND CONTROLLING PERSONS (EACH, AN "INDEMNITEE") HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING ANY OF THE FOREGOING RELATING TO THE USE OF PROCEEDS OF THE NOTES OR THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF ANY OBLIGOR, ANY OF ITS SUBSIDIARIES OR ANY OF THE COLLATERAL AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMS, ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY OBLIGOR UNDER ANY TRANSACTION DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY THE "INDEMNIFIED LIABILITIES"), PROVIDED, THAT NO OBLIGOR SHALL HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR AGREES NOT TO ASSERT AND TO CAUSE ITS SUBSIDIARIES NOT TO ASSERT, AND HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES TO SO WAIVE, ALL RIGHTS FOR CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL INDEMNIFIED LIABILITIES ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 6.05 SHALL BE PAYABLE PROMPTLY AND IN ANY EVENT, NOT LATER THAN 10 DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY THE OBLIGORS PURSUANT TO THIS SECTION 6.05 SHALL BE SUBMITTED TO KELXX XXXXX (XELEPHONE NO. 713-000-0000), AT THE ADDRESS OF THE COMPANY SET FORTH IN SECTION 6.04, OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY THE OBLIGORS IN A WRITTEN NOTICE TO THE COLLATERAL AGENT. THE AGREEMENTS IN THIS SECTION 6.05 SHALL SURVIVE REPAYMENT OF THE NOTES, THE APPROVED HEDGE AGREEMENTS AND ALL AMOUNTS PAYABLE HEREUNDER.

Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY AGREES (A) TO PAY OR REIMBURSE THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) APPROVED HEDGE COUNTERPARTY FOR ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) APPROVED HEDGE COUNTERPARTY AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS WITH RESPECT TO THE FOREGOING TO BE SUBMITTED TO THE COMPANY BORROWER PRIOR TO THE CLOSING EFFECTIVE DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE CLOSING EFFECTIVE DATE) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH OTHER PERIODIC BASIS AS THE COLLATERAL AGENT OR APPROVED HEDGE COUNTERPARTY SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH CREDITOR (OTHER THAN HOLDERS) SECURED PARTY AND THE COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL (AND OTHER AGENTS AND PROFESSIONALS), TO EACH CREDITOR (OTHER THAN HOLDERS) SECURED PARTY AND TO THE COLLATERAL AGENT, (C) TO PAY, INDEMNIFY, AND HOLD EACH CREDITOR SECURED PARTY AND THE COLLATERAL AGENT HARMLESS FROM AND AGAINST, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (D) TO PAY, INDEMNIFY, AND HOLD EACH CREDITOR SECURED PARTY AND THE COLLATERAL AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND CONTROLLING PERSONS (EACH, AN "“INDEMNITEE"”) HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING ANY OF THE FOREGOING RELATING TO THE USE OF PROCEEDS OF THE NOTES OR THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF ANY OBLIGOR, ANY OF ITS SUBSIDIARIES OR ANY OF THE COLLATERAL AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMS, ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY OBLIGOR UNDER ANY TRANSACTION DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY THE "“INDEMNIFIED LIABILITIES"”), ; PROVIDED, THAT NO OBLIGOR SHALL HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR AGREES NOT TO ASSERT AND TO CAUSE ITS SUBSIDIARIES NOT TO ASSERT, AND HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES TO SO WAIVE, ALL RIGHTS FOR CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL INDEMNIFIED LIABILITIES ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 6.05 9.09 SHALL BE PAYABLE PROMPTLY AND IN ANY EVENT, NOT LATER THAN 10 DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY THE OBLIGORS PURSUANT TO THIS SECTION 6.05 9.09 SHALL BE SUBMITTED TO KELXX XXXXX (XELEPHONE NO. 713-000-0000), BORROWER AT THE ADDRESS OF THE COMPANY BORROWER SET FORTH IN SECTION 6.049.12, OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY THE OBLIGORS IN A WRITTEN NOTICE TO THE COLLATERAL AGENT. THE AGREEMENTS IN THIS SECTION 6.05 9.09 SHALL SURVIVE REPAYMENT OF THE NOTESFIRST LIEN OBLIGATIONS, THE APPROVED HEDGE AGREEMENTS COUNTERPARTY SWAP CONTRACTS AND ALL AMOUNTS PAYABLE HEREUNDER.

Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY (a) THE BORROWER AGREES (A) TO PAY OR REIMBURSE THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) FOR ON DEMAND ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES INCURRED OF THE AGENT IN CONNECTION WITH THE DEVELOPMENTSYNDICATION, PREPARATION AND EXECUTION OFPREPARATION, NEGOTIATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AMENDMENT OF (AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH WAIVER OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS CONSENT WITH RESPECT TO THE FOREGOING TO BE SUBMITTED TO THE COMPANY PRIOR TO THE CLOSING DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE CLOSING DATETO) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH OTHER PERIODIC BASIS AS THE COLLATERAL AGENT SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH CREDITOR (OTHER THAN HOLDERS) AND THE COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER LOAN DOCUMENTS, INCLUDING AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT THERETO (AND OTHER AGENTS AND PROFESSIONALSINCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL), THE REASONABLE FEES AND EXPENSES OF OTHER PROFESSIONALS OR ADVISORS RETAINED BY THE AGENT, AND THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT TO EACH CREDITOR ADVISING THE AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES UNDER THE LOAN DOCUMENTS. THE BORROWER FURTHER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT AND THE LENDERS (OTHER THAN HOLDERS) INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND, WITH RESPECT TO THE AGENT AND TO THE COLLATERAL AGENTEXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL) IN CONNECTION WITH ANY DEFAULT OR EVENT OF DEFAULT AND THE ENFORCEMENT (CWHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER. (b) THE BORROWER AGREES TO PAY, INDEMNIFY, INDEMNIFY AND HOLD EACH CREDITOR LENDER AND THE COLLATERAL AGENT HARMLESS FROM AND AGAINSTFROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER TRANSACTION LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND . (Dc) THE BORROWER AGREES TO PAY, INDEMNIFY, INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH CREDITOR LENDER AND THE COLLATERAL AGENT EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND CONTROLLING PERSONS ADVISORS (EACH, AN "INDEMNITEEINDEMNIFIED PARTY") HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIESCLAIMS, OBLIGATIONSDAMAGES, LOSSES, DAMAGESLIABILITIES, PENALTIESCOSTS AND EXPENSES (INCLUDING, ACTIONSWITHOUT LIMITATION, JUDGMENTSSETTLEMENT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, SUITSIN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, COSTSWITHOUT LIMITATION, EXPENSES IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR DISBURSEMENTS PROCEEDING OR PREPARATION OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY SUCH OTHER LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS (INCLUDING ANY OF THE FOREGOING RELATING TO ARISING FROM THE USE OF PROCEEDS NEGLIGENCE OF THE NOTES INDEMNIFIED PARTY), OR (II) THE VIOLATION OF, NONCOMPLIANCE WITH ACTUAL OR LIABILITY UNDER, ALLEGED PRESENCE OF MATERIALS OF ENVIRONMENTAL CONCERN ON ANY ENVIRONMENTAL LAW APPLICABLE TO PROPERTY NOW OR HEREAFTER OWNED OR LEASED BY THE OPERATIONS OF ANY OBLIGOR, BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THE COLLATERAL AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMSSUBSIDIARIES, ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY OBLIGOR UNDER ANY TRANSACTION DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY THE "INDEMNIFIED LIABILITIES"), PROVIDED, THAT NO OBLIGOR SHALL HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES EXCEPT TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SUBSECTION 10.5(C) APPLIES, SUCH INDEMNITEEINDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR BORROWER AGREES NOT TO ASSERT AND TO CAUSE ITS SUBSIDIARIES NOT TO ASSERTANY CLAIM AGAINST THE AGENT, AND HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES TO SO WAIVEANY LENDER, ALL RIGHTS FOR CONTRIBUTION ANY OF THEIR AFFILIATES, OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMSTHEIR RESPECTIVE DIRECTORS, DEMANDSOFFICERS, PENALTIESEMPLOYEES, FINESATTORNEYS, LIABILITIESAGENTS AND ADVISERS, SETTLEMENTSON ANY THEORY OF LIABILITY, DAMAGESFOR SPECIAL, COSTS AND EXPENSES OF WHATEVER KIND INDIRECT, CONSEQUENTIAL OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL INDEMNIFIED LIABILITIES PUNITIVE DAMAGES ARISING OUT OF OR RESULTING FROM OTHERWISE RELATING TO THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 6.05 SHALL BE PAYABLE PROMPTLY AND IN LOAN DOCUMENTS, ANY EVENT, NOT LATER THAN 10 DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY THE OBLIGORS PURSUANT TO THIS SECTION 6.05 SHALL BE SUBMITTED TO KELXX XXXXX (XELEPHONE NO. 713-000-0000), AT THE ADDRESS OF THE COMPANY SET FORTH IN SECTION 6.04, TRANSACTIONS CONTEMPLATED HEREIN OR TO SUCH OTHER PERSON THEREIN OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY THE OBLIGORS IN A WRITTEN NOTICE TO THE COLLATERAL AGENT. THE AGREEMENTS IN THIS SECTION 6.05 SHALL SURVIVE REPAYMENT ACTUAL OR PROPOSED USE OF THE NOTESPROCEEDS OF THE LOANS. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, THE APPROVED HEDGE AGREEMENTS AND ALL AMOUNTS PAYABLE HEREUNDERthe agreements and obligations of the Borrower contained in this Section 10.5 shall survive the termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement.