The Company hereby agrees to indemnify and defend Stillwater and its  members, managers, shareholders, directors, officers, employees, agents and attorneys, and each of them (each an “ Indemnified Party ”), and to hold each Indemnified Party harmless from and against, any loss, liability, damage, claim or expense (including, but not limited to, reasonable attorneys’ fees and costs of one counsel) arising out of this Letter Agreement, the other Loan Documents, the transactions contemplated hereby, or any of them, except to the extent caused solely by Stillwater’s gross negligence or willful misconduct.  This Section 22 shall survive the expiration or earlier termination of (i) Stillwater’s obligations to make Loans, (ii) the Loan Documents, and (iii) the repayment of all Loans and the performance of the Company’s obligations under the Loan Documents.