Each Credit Party agrees to indemnify, hold harmless and defend Agent, each Lender, and each of their respective Related Persons (each such Person being an “ Indemnitee “) for, from, and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of any of the following (collectively, the “ Indemnified Matters “): (a) any Loan Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan or any securities filing of, or with respect to, any Credit Party; (b) Borrower’s operations at or relating to the Sites; (c) the Collateral, including its design, construction, operation, alteration, maintenance, or use by Borrower or any other Person; (d) any permitted disclosure of Credit Party Information; (e) any misrepresentation or inaccuracy in any representation or warranty in any Loan Document; (f) any breach or failure by any Credit Party to perform its Obligations; (g) any commitment letter, proposal letter or term sheet with any Person and any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case relating or connected in any way to the transactions contemplated by this Agreement; (h) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise; (i) any other matter with respect to which any Credit Party has an indemnity obligation to any Indemnitee pursuant to any other provision of this Agreement or the other Loan Documents (excluding, however, the Environmental Indemnity Agreement, it being the intent and agreement of the parties that the indemnification obligations therein be and are separate and independent and not included within the coverage of this Section; and (j) any other act, event or transaction related, contemplated in or attendant to any of the foregoing; provided, however , that no Credit Party shall have any liability under this Section to any Indemnitee with respect to any Indemnified Matter, to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each Credit Party waives and agrees not to assert against any Indemnitee any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.