PFO shall, jointly and severally, indemnify and hold HCM, HCI, and their directors, agents, employees and counsel, harmless from and against any and all losses, claims, damages, liabilities, costs or expenses imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel. To the extent that the undertaking to indemnify, pay and hold harmless may be unenforceable because it violates any law or public policy, PFO and shall, jointly and severally, pay the maximum portion which it is permitted to pay under applicable law to HCM or HCI in satisfaction of indemnified matters. The foregoing indemnity shall survive the payment of HCI Return and the termination or non-renewal of this Agreement.