Maker shall defend, indemnify and hold harmless Payee, his successors and assigns, his affiliates, their respective directors, officers, employees, attorneys and agents (the “ Indemnified Parties ” and each, an “ Indemnified Party ”) and hold it harmless from and against any and all claims, debts, liabilities, losses, demands, obligations, actions, causes of action, fines, penalties, costs and expenses (including reasonable and documented attorneys’ fees), of every nature, character and description which such Indemnified Party may sustain or incur based upon or arising out of any of the Loan Transactions (except any such amounts sustained or incurred solely as the result of the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction). Notwithstanding any provision in this Agreement to the contrary, this Section 10 shall remain operative even after the Maturity Date and shall survive the payment in full of all of the obligations owing hereunder.