Maker shall (i) indemnify and hold harmless Holder and his affiliates, corporations, partners, employees, attorneys and agents (each, an “ Indemnified Party ”) from and against any and all suits, actions, fines, deficiencies, penalties, proceedings, claims, damages, losses, liabilities, expenses and taxes (including reasonable attorneys’ fees and disbursements and other out-of-pocket costs of investigations or defense, including those incurred upon any appeal) (each, a “ Claim ”) that may be instituted or asserted against or incurred by an Indemnified Party (A) as the result of the Note, or (B) in connection with any action to enforce payment of the Note, and regardless of whether the Indemnified Party is a party to any Claim and (ii) reimburse each Indemnified Party, immediately upon the Indemnified Party’s demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any Claim, whether commenced or threatened (whether or not the Indemnified Party is a party to any action or proceeding out of which any expenses arise). NEITHER HOLDER NOR ANY OTHER INDEMNIFIED PARTY SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY HERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF ANY OTHER PARTY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH ANY OTHER PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.