SBA shall indemnify the Issuer and each of its officers, directors, employees, agents, affiliates, successors and assigns (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) from and against any and all demands, claims, actions, causes of action, investigations, proceedings judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements incurred by the Issuer that arise out of or result from a breach of any representations, warranties or covenants made by SBA herein or any claim by the IRS related in any way to its lien on the Exchanged Shares, regardless of whether any such Indemnified Party is a party thereto, and to reimburse each Indemnified Party for reasonable legal and other expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing; provided that SBA’s maximum total liability (including any expenses) to the Indemnified Parties in the aggregate under this Section 5.4 shall not exceed the amount of the Cash Payment actually received by SBA.