The Borrowers hereby further agree to indemnify the Credit Parties, the Arrangers and each of their respective Affiliates, and each of the directors, officers, employees, advisors, representatives, attorneys and agents of the foregoing (all such persons, “ Indemnitees ”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all fees, charges and disbursements of any counsel for any Indemnitee and regardless of whether (i) such Indemnitee is a party thereto or (ii) such matter was initiated by the Company or any of its Subsidiaries) which any of them may pay or incur arising out of or relating to (i) the structuring, arrangement and syndication of the credit facility provided for herein, (ii) this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, or (iii) any presence or Release of any Contaminant on or from any property currently or formerly owned or operated by, or any other liability under or pursuant to any Environmental, Health or Safety Requirements of Laws relating in any way to, the Borrowers, except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct or material breach of funding obligations under the Loan Documents of the party seeking indemnification.