Each Borrower Party shall indemnify the Administrative Agent, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements (including all fees, expenses and disbursements of any law firm or other external counsel) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, or administration of this Agreement, any Loan Document, or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Advance or the use or proposed use of the proceeds therefrom, (c) any action taken or omitted by the Administrative under this Agreement or any other Loan Document (including the Administrative Agent’s own negligence), (d) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers or any other Borrower Party, or any Environmental Liability related in any way to the Borrowers or any other Borrower Party, (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of any Indemnitee, (f) the failure of any Borrower Party or any Affiliate to comply with any Legal Requirement, including any Environmental Law, including with respect to the presence, generation, storage, Release, threatened Release, use, transportation, disposal or arranging for the disposal or treatment of any solid waste or Hazardous Materials on, under, or from any Borrower Party’s or any Affiliate’s Property, (g) creating, perfecting, maintaining, or enforcing any Lien, (h) taking possession of, protecting, preserving and preparing for sale any of the Collateral as permitted by this Agreement and the Loan Documents when an Event of Default exists, and (i) the acquisition, ownership or operation of any of the Collateral or any other Property by any Borrower Party or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee except as may expressly be provided under this Agreement or (y) a material breach of the obligations of such Indemnitee (other than the Administrative Agent or any sub-agent thereof) under the Loan Documents except as may expressly be provided under this Agreement (all the foregoing, collectively, the “ Indemnified Liabilities ”).