The Company hereby agrees to indemnify and hold Lorraine, its managers, members, officers, employees and agents harmless from, against, for and in respect of any loss, obligation, claim, liability, settlement payment, award, judgment, fine, penalty, interest charged, expense, damage or deficiency or other charge or expense (including reasonable attorneys’ fees and disbursements and related court filing fees, court costs, witness fees and similar matters, in each case whether incurred in a third party action or an action to enforce this Agreement) incurred or required to be paid as a result of or arising out of its entering into this Agreement or its providing services hereunder; provided, however, that a party shall not be entitled to any indemnification pursuant to this Section 4.10 if a court of competent jurisdiction has finally determined that such party is guilty of actual fraud, willful misconduct or gross negligence.