Debtor agrees to defend, indemnify and hold harmless Secured Party against any and all liabilities, costs and expenses (including, without limitation, all reasonable legal fees and expenses): (i) with respect to, or resulting from, any delay in paying any and all excise, sales or other taxes which may be payable or are determined to be payable with respect to any of the Collateral; (ii) with respect to, or resulting from, any delay in complying with any law, rule, regulation or order of any Governmental Authority applicable to any of the Collateral or (iii) with respect to, resulting or incurred any costs, expenses or losses incurred by the Secured Party in connection with protecting or preserving the Collateral or the Secured Party’s rights in such Collateral; provided , however , that this indemnification shall not extend to any damages caused by the gross negligence or willful misconduct of Secured Party.