The Borrower shall indemnify and hold the Lender harmless from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses whatsoever (including reasonable attorneys’ fees and all reasonable expenses resulting from the compromise or defense of any claims) Lender may incur (or which may be claimed against Lender by any person or entity whatsoever) (collectively “Claims”) by reason of or in connection with (a) the performance of the Lender’s obligations under this Agreement in accordance with this Agreement and applicable law, including, without limitation, the application of the Loan proceeds; provided, however, that the Borrower shall not have any obligation to the Lender under this Section 11.10 for any Claims caused by the gross negligence or willful misconduct of the Lender, (b) any breach by the Borrower of any warranty, covenant, term or condition in, or the occurrence of any default under, this Agreement or any of the Loan Documents, or (c) the defense against any legal action commenced to challenge the validity of this Agreement or any of the Loan Documents. The obligations of the Borrower under this paragraph shall survive the payment of the Loan and the termination of this Agreement.