Borrower and the Guarantors, jointly and severally, shall indemnify, reimburse and hold Agent and the Lenders and their permitted assigns, each of Agent’s, Lenders’ or their permitted assigns’ members, and each of their respective successors, assigns, agents, officers, directors, shareholders, members, servants, agents and employees (each, an “ Indemnified Person ” and collectively, the “ Indemnified Persons ”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental liabilities, discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) and whether such claim is asserted by any Lender, the Borrower, any Guarantor or any other Person (each, a “ Claim ”), (a) directly or indirectly relating to or arising out of the Loan Documents or the use of the proceeds of the Loan, including the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Loan Agreement or any other Transaction Document, (b) in connection with the enforcement of any Loan Party’s obligations under the Loan Documents (including this Section 11.04) or (c) arising out of or otherwise involving any violation of, noncompliance with or liability under any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of any Loan Party or any of their respective Subsidiaries, or any property of any Loan Party or their respective Subsidiaries; provided , however , that Borrower shall not indemnify an Indemnified Person to the extent it is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily and directly from (i) the gross negligence or willful misconduct of such Indemnified Person or (ii) any liability of such Indemnified Person owing to any other Indemnified Person caused solely by the actions of the first such Indemnified Person, which does not involve, result from or relate to, directly or indirectly, any act or omission by a Loan Party (other than a Claim against the Agent solely in its capacity as the Agent). Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Loan Agreement. Upon Agent’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of an Indemnified Person against any indemnified Claim described in this Section 11.04. Borrower shall not settle or compromise any Claim against or involving an Indemnified Person without first obtaining such Person’s written consent thereto, which consent shall not be unreasonably withheld. The obligations in this Section 11.04 shall survive the resignation or replacement of Agent and the payment of all other Obligations until all applicable statute of limitation periods with respect to actions that may be brought against an Indemnified Person have run. All amounts owing under this Section 11.04 shall be paid within thirty (30) days after written demand. This Section 11.04 shall not apply with respect to Taxes other than any Taxes that represent Claims arising from any non-Tax Claim.