Each Borrower shall indemnify Agent , each Lender and each of their respective officers, directors, Affiliates , attorneys, employees and agents from and against any and all liabilities, obligations , losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever ( including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents , whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the willful misconduct or gross negligence of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment) .  Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations , losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever ( including reasonable fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 16.5 by any Person under any Environmental Laws or similar laws by reason of any Borrower’s or any other Person ’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste , or other Toxic Substances .  Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders , but including any intangibles taxes , stamp tax, recording tax or franchise tax) shall be payable by Agent ,   Lenders or Borrowers on account of the execution or delivery of this Agreement , or the execution, delivery, issuance or recording of any of the Other Documents , or the creation or repayment of any of the Obligations hereunder , by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes ,   including interest and penalties thereon, and will indemnify and hold the indemnitees described above in this Section 16.5 harmless from and against all liability in connection therewith.