To the fullest extent permitted by Law, the Parent Borrower agrees to protect, indemnify, defend and hold harmless the Lender and its directors, officers, employees, agents and any Affiliate thereof (“ Indemnitees ”) from and against any and all liabilities, direct damages, costs and expenses of any kind or nature and from any and all suits, claims or demands (including, without limitation, in respect of or for reasonable attorneys’ fees and other expenses) incurred or suffered by the Indemnitees, or any of them, arising out of, in connection with or relating to this Agreement or any other Credit Document, except to the extent that such liabilities, direct damages, costs or expenses are caused by the Indemnitee’s gross negligence or willful misconduct (or the gross negligence or willful misconduct of an Affiliate controlled by or under common control with such Indemnitee). The obligations of the Parent Borrower under this Section shall survive the payment in full of the Loans and the termination of this Agreement.