Common use of General Indemnity Clause in Contracts

General Indemnity. (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. [If the Contractor is NOT a design professional (aan architect, a landscape architect or an engineer)] The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to, the Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the Contractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Group Companies Contractor shall jointly and severally indemnify and hold the TJPA harmless each Purchaser from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its Affiliatesofficers or agents, of articles or services to be supplied in the performance of this Agreement. [OR, if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, employeesand employees (collectively “Indemnitees”), agents from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and assigns liabilities of every kind, nature and description (each an “Indemnified Person”) from all including, without limitation, incidental and consequential damages, expenses, losses, court costs, claimsattorney’s fees and costs of investigation), proceedings and Liabilities actually suffered that arise directly or incurred by any such Indemnified Person resulting fromindirectly, in whole or in part, from (1) the services under this Agreement, or arising out ofany part of such services, and (2) any breach negligent, reckless, or willful act or omission of the warranties Contractor and subconsultant to the Contractor, anyone directly or covenants given indirectly employed by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on them, or after the Closing under this Agreement or otherwise anyone that they control (the collectively, “Indemnifiable LossesLiabilities”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) abovethe provisions set forth herein.

General Indemnity. (a) The Group Companies shall jointly and severally Company agrees to indemnify and hold harmless each Purchaser the Purchaser, and its Affiliatesrespective partners, directorsofficers and agents against any and all claims, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expensesliabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, lossesas incurred, costsin defending against any litigation, claimscommenced or threatened, proceedings and Liabilities actually suffered any amounts paid in settlement of any claim or incurred litigation in accordance with the terms hereof) asserted by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect persons other than parties to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the “Indemnifiable Losses”"Prospectus"). The amount of , or in any payment supplement thereto or amendment thereof, or any omission, or alleged omission, to any such Indemnified Person shall state therein a material fact required to be sufficient stated to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there statements therein not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifymisleading, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damagesPROVIDED, expensesHOWEVER, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated required to indemnify such the Purchaser under this for any Claim for any violation by the Purchaser of Section 9.1(b) if such 5 of the Securities Act arising out of the sales of Common Stock by Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary date of this Agreement, including any violations arising out of the Closing Date. (c) Notwithstanding anything to failure of a registration statement ( other than the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons Registration Statement with respect to a Purchaser under this Section 9 the sale to the Purchaser) for such sales to be effective, unless there shall be limited a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to one-hundred make the Registration Statement or Prospectus not misleading and (100%y) of the Purchase Price actually paid by such Purchaser pursuant which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement; provided that such limitation shall , and (ii) does not apply and result from the Group Companies shall be liable for the entire amount description of the Indemnifiable Losses if transaction contemplated by this Agreement. The foregoing indemnification pertains to such losses resulting from, untrue statements or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything omissions relating to the contrary herein, Registration Statement or any amendment thereof or the Group Companies shall not be obligated to indemnify Prospectus or any Indemnified Person in respect of its claims under this Section 9 unless supplement thereto or amendment thereof at the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (time the Registration Statement was declared effective or its equivalent in other currencies), in which event on any subsequent date until the Group Company shall be liable for the entire amount expiration of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) aboveOption.

General Indemnity. (a) The Group Companies Borrower shall jointly and severally indemnify indemnify, reimburse, defend and hold harmless each Purchaser Lender and its Affiliatesofficers, directors, officersemployees and agents (collectively, employees, agents and assigns (each an the “Indemnified PersonParties”) for, from and against any and all damagesDamages of any kind or nature whatsoever which may be imposed on, expensesincurred by, lossesor asserted against the Indemnified Parties, costs, claims, proceedings and Liabilities actually suffered or incurred by in any such Indemnified Person resulting from, way relating to or arising out of, any breach of the warranties making or covenants given holding or enforcement of the Loan by Lender or the administration of the Transaction to the extent resulting, directly or indirectly, from any Group Company claim (including any Environmental Claim) made (whether or not in Section 4 and Section 8 connection with respect any legal action, suit, or proceeding) by or on behalf of any Person; provided, however, that no Indemnified Party shall have the right to all Shares acquired by such Purchaser on be indemnified hereunder for its own fraud, bad faith, gross negligence or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”)willful misconduct. The amount provisions of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to and undertakings and indemnification set forth in this Section 9.1 5.18 shall be such as to place survive the Indemnified Person satisfaction and payment in the same position as it would have been in had there not been any breach full of the representations Indebtedness and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedtermination of this Agreement. (b) The Company applicable Indemnified Party shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out promptly notify Borrower in writing of any dispute action, judgment, suit, claim or demand with respect to which such Indemnified Party seeks the benefit of Section 5.18(a) and provide Borrower the opportunity to defend same, and if such Indemnified Party fails to do so it shall lose the benefit of Section 5.18(a) if and to the extent Borrower is prejudiced thereby. So long as Borrower is resisting and defending in a prudent and commercially reasonable manner any action, judgment, suit, claim arising out or demand that gives rise to Damages (or same is being defended by Borrower’s insurer and insurance is adequate for the reimbursement of any actual or alleged issuancesuch Damages), repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company Indemnified Parties shall not be obligated entitled to indemnify defend or settle same and claim the benefit of Section 5.18(a) with respect thereto without the consent of Borrower. Notwithstanding the foregoing, if the conditions set forth in the preceding sentence are not being satisfied and Lender has provided Borrower with 30 days’ prior written notice, or shorter period if mandated by the requirements of applicable law, and opportunity to correct such Purchaser under determination, Lender may in good ▇▇▇▇▇ ▇▇▇▇▇▇ such action, suit or proceeding and claim the benefit of this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons 5.18 with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Companythereto. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower agrees to indemnify, pay and hold harmless each Purchaser Lender and its Affiliatesany holder of any Note, and the officers, directors, officers, employees, agents agents, and assigns affiliates of Lender and such holders (each an “Indemnified Person”) collectively, the "Indemnitees"), harmless from and against any and all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings costs, expenses and Liabilities actually suffered disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by any such Indemnified Person resulting fromby, or arising out ofasserted against any Indemnitee, in any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect manner relating to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of this Agreement, any dispute Related Agreement or claim arising out any other agreements executed and delivered by Borrower or any other Obligor in connection herewith, the statements contained in any commitment letter delivered by Lender, Lender's agreement to make the Loans hereunder, or the use or intended use of the proceeds of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement the Loans hereunder (“Restructuring Losses”the "indemnified liabilities"); provided that the Company Borrower shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to a Purchaser indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions and undertakings of indemnification set out in this Section 9 9.2 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Liabilities and termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify and hold harmless each the Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each the Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such the Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (the “Restructuring Losses”); provided that the Company shall not be obligated to indemnify such the Purchaser under this Section 9.1(b) if such the Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a the Purchaser under this Section 9 shall be limited to one-hundred percent (100%) of the Purchase Price actually paid by such the Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and hold harmless each Purchaser Lender and its Affiliatesany holders of the Note, and the officers, directors, officers, employees, agents and assigns affiliates of Lender and such holders (each an collectively, the “Indemnified PersonIndemnitees”) harmless from and against any and all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings disbursements, costs and Liabilities actually suffered expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees, in any such Indemnified Person resulting from, manner relating to or arising out ofof this Agreement, any breach of the warranties other Transaction Documents or covenants given any other agreement, document or instrument executed and delivered by Borrower in connection herewith or therewith, the statements contained in any Group Company in Section 4 and Section 8 with respect commitment letters delivered by Lender, the agreement of Lender to all Shares acquired by such Purchaser on or after make the Closing Loans under this Agreement or otherwise the use or intended use of the proceeds of any Loan under this Agreement (collectively, the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring LossesLiabilities”); provided that (a) the Company Indemnitees shall promptly (and in any event within fifteen (15) Business Days after receiving notice of the existence of any potential Indemnified Liabilities) notify Borrower in writing of the existence of any potential Indemnified Liabilities; (b) Borrower shall have the right to assume and thereafter conduct the defense of any Indemnified Liabilities with counsel of its choice reasonably satisfactory to the Indemnitees, provided that Borrower will not consent to the entry of any judgment or enter into any settlement with respect to any Indemnified Liabilities without the prior written consent of the Indemnitees (not to be unreasonably withheld) unless the judgment or proposed settlement fully releases such Indemnitees and involves only the payment of money damages that are covered in full by this indemnity and does not impose an injunction or other equitable relief upon any Indemnitee and is subject to confidentiality provisions acceptable to the Indemnitees (which approval will not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against unreasonably withheld by the Company under this Section 9.1(b) after the second anniversary of the Closing Date. Indemnitees); and (c) Notwithstanding anything Borrower shall have no obligation to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities directly resulting from the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, gross negligence or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Group Company. (d) Notwithstanding anything law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount payment and satisfaction of all Indemnified Persons’ claims exceeds US$50,000 (Liabilities incurred by the Indemnitees or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount any of them. The provisions of the Indemnifiable Losses undertakings and indemnification set out in this Section 7.04 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) aboveBorrower’s Obligations and the termination of this Agreement.

General Indemnity. (a) The Group Companies shall jointly and severally Company agrees to indemnify and hold harmless each Purchaser the Purchasers (and its Affiliates, their respective directors, officers, employeesmanagers, agents partners, members, shareholders, affiliates, agents, successors, assigns) and assigns (each an “Indemnified Person”) the Placement Agent from and against any and all damageslosses, expensesliabilities, lossesdeficiencies, costs, claimsdamages and expenses (including, proceedings without limitation, reasonable attorneys’ fees, charges and Liabilities actually suffered or disbursements) incurred by the Purchasers as a result of any such Indemnified Person resulting from, inaccuracy in or arising out of, any breach of the representations, warranties or covenants given made by any Group the Company in Section 4 and Section 8 with respect herein. Further, the Company agrees to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend indemnify and hold harmless each Purchaser the Purchasers (other than Kingsoftand their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all damageslosses, expensesliabilities, lossesdeficiencies, costs, claimsdamages and expenses (including, proceedings without limitation, reasonable attorneys’ fees, charges and Liabilities actually suffered or disbursements) incurred by the Purchasers as a result of the failure of the Company or any Group Companies of its subsidiaries to pay contributions for all employees or any other liability that arises from the failure to comply with any PRC rule or regulation. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser resulting from or arising out herein. The maximum aggregate liability of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company each Purchaser pursuant to its indemnification obligations under this Article VI shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against exceed the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) portion of the Purchase Price actually paid by such Purchaser pursuant hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and hold harmless each Purchaser Lender any holders of the Note, and its Affiliatesthe officers, directors, officers, employees, agents and assigns affiliates of Lender and such holders (each an collectively, the “Indemnified PersonIndemnitees”) harmless from and against any and all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings disbursements, costs and Liabilities actually suffered expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto, provided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), that may be imposed on, incurred by or asserted against the Indemnitees, in any such Indemnified Person resulting from, manner relating to or arising out ofof this Agreement, any breach of the warranties other Transaction Documents or covenants given any other agreement, document or instrument executed and delivered by Borrower in connection herewith or therewith, the statements contained in any Group Company in Section 4 and Section 8 with respect commitment letters delivered by Lender, the agreement of Lender to all Shares acquired by such Purchaser on or after make the Closing Loans under this Agreement or otherwise the use or intended use of the proceeds of any Loan under this Agreement (collectively, the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring LossesLiabilities”); provided that (a) the Company Indemnitees shall promptly (and in any event within fifteen (15) Business Days after receiving notice of the existence of any potential Indemnified Liabilities) notify Borrower in writing of the existence of any potential Indemnified Liabilities; (b) Borrower shall have the right to assume and thereafter conduct the defense of any Indemnified Liabilities with counsel of its choice reasonably satisfactory to the Indemnitees, provided that Borrower will not consent to the entry of any judgment or enter into any settlement with respect to any Indemnified Liabilities without the prior written consent of the Indemnitees (not to be unreasonably withheld) unless the judgment or proposed settlement fully releases such Indemnitees and involves only the payment of money damages that are covered in full by this indemnity and does not impose an injunction or other equitable relief upon any Indemnitee and is subject to confidentiality provisions acceptable to the Indemnitees (which approval will not be obligated unreasonably withheld by the Indemnitees); and (c) Borrower shall have no obligation to indemnify such Purchaser an Indemnitee hereunder with respect to Indemnified Liabilities directly resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. All sums due to Lender under this Section 9.1(b) if 7.04 shall be obligations of Borrower, due and payable promptly following demand, provided, however, during the continuance of an Event of Default no such Purchaser makes a claim against demand shall be required. The provisions of the Company under undertakings and indemnification set out in this Section 9.1(b) after 7.04 shall survive satisfaction and payment of Borrower’s Obligations and the second anniversary termination of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall Each Issuer Party hereby jointly and severally agrees to indemnify and hold harmless each Purchaser the Fund, Investor and its Affiliatestheir respective officers, directors, officerspartners, employees, agents shareholders and assigns employees (Investor and each such other person being referred to as an “Indemnified PersonIndemnitee”) ), to the fullest extent lawful, from all damages, expenses, and against any losses, costs, claims, proceedings damages, liabilities and Liabilities actually suffered reasonable expenses (or incurred by any such Indemnified Person resulting fromactions in respect thereof) (collectively, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment , as incurred, related to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of or in connection with any dispute breach by Obligors of their respective representations, Warranties and agreements set forth in this Agreement or claim arising out in any of the other Transaction Documents. For the avoidance of doubt, the term “reasonable expenses” as used in this Section 6.1 shall include all out-of-pocket expenses (including, without limitation, fees and expenses of counsel) as they are duly documented and reasonably incurred in connection with investigating, preparing, defending or settling any actual such action or alleged issuanceclaim, repurchasewhether in connection with litigation in which any Indemnitee is a named party, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that such indemnity shall not apply to any acts or omissions arising from bad faith, gross negligence or willful default on the Company part of the Indemnitee. The indemnity and expense reimbursement obligations set forth in this Section 6.1 shall be in addition to any liability an Obligor may have to any Indemnitee at common law or otherwise. For the avoidance of doubt, the Issuer Parties shall not be obligated liable to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against any Indemnitee for any matters within the Company under this Section 9.1(b) after the second anniversary actual knowledge of an Indemnified Person as at the Closing Date. (c) Notwithstanding anything or any matters disclosed in the Disclosure Letter and Target SEC Filings prior to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group CompanyClosing. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally Company agrees to indemnify and hold harmless each Purchaser the Purchasers (and its Affiliates, their respective directors, officers, employeesmanagers, agents partners, members, shareholders, affiliates, agents, successors and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoftassigns) from and against any and all damageslosses, expensesliabilities, lossesdeficiencies, costs, claimsdamages and expenses (including, proceedings without limitation, reasonable attorneys’ fees, charges and Liabilities actually suffered or disbursements) incurred by the Purchasers as a result of any Group Companies inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser resulting from or arising out herein. The maximum aggregate liability of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company each Purchaser pursuant to its indemnification obligations under this Article VI shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against exceed the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) portion of the Purchase Price actually paid by such Purchaser pursuant hereunder. Indemnification Procedure. Any party entitled to indemnification under this AgreementArticle VI (an "indemnified party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided that such limitation herein shall not apply relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the indemnified party a conflict of interest between it and the Group Companies indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises an indemnified party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence any settlement of any Group Company. (d) action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article VI to the contrary hereincontrary, the Group Companies indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or which does not be obligated include, as an unconditional term thereof, the giving by the claimant or the plaintiff to indemnify any Indemnified Person the indemnified party of a release from all liability in respect of its claims under such claim. The indemnification required by this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company Article VI shall be liable for the entire amount made by periodic payments of the Indemnifiable Losses amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the indemnified party irrevocably agrees to refund such Indemnified Personmoneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to Section 9.1(c) above.pursuant to the law. Miscellaneous

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to indemnify, pay and hold harmless each Purchaser Bank and its Affiliatesany holder(s) of the Note, and the officers, directors, officers, employees, agents and assigns affiliates of Bank and such holder(s) (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings costs, expenses and Liabilities actually suffered disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnities, in any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect manner relating to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of this Agreement, any dispute of the other Transaction Documents or claim arising out any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Bank, Bank's agreement to make the Loans hereunder or the use or intended use of the proceeds of any actual or alleged issuanceLoan hereunder (collectively, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”the "indemnified liabilities"); provided that the Company Borrower shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a Purchaser court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The provisions of the undertakings and indemnification set out in this Section 9 10.05 shall be limited to one-hundred (100%) survive satisfaction and payment of Borrower's Obligations and the Purchase Price actually paid by such Purchaser pursuant to termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 6.04, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and hold harmless each Purchaser the Lender and its Affiliatesany holder(s) of the Note, and the officers, directors, officers, employees, agents and assigns affiliates of the Lender and such holder(s) (each an collectively, the “Indemnified PersonIndemnitees”) harmless from and against any and all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings disbursements, costs and Liabilities actually suffered expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any such Indemnified Person resulting from, manner relating to or arising out ofof this Agreement, any breach of the warranties other Loan Documents, any other agreement, document or covenants given instrument executed and delivered by Borrower or any Group Company other Obligor in Section 4 and Section 8 with respect connection herewith or therewith or any commitment letter delivered by the Lender to all Shares acquired by such Purchaser on or after Borrower, the Closing agreement of the Lender to make the Loan under this Agreement or otherwise the use or intended use of the proceeds of the Loan (collectively, the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Lossesindemnified liabilities”); provided that the Company Borrower shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a Purchaser court of competent jurisdiction in a final, nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9 6.16 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Obligations and the termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. To the maximum extent permitted by applicable law, Contractor shall indemnify, defend (with counsel reasonably acceptable to the Indemnified Entities (as hereinafter defined)) and save harmless ACTA, POLA, POLB, and each of UP, BNSF and PHL, and each of them, and their respective officers, directors, employees, commissioners, agents, successors and assigns (individually “Indemnified Entity” and collectively, the “Indemnified Entities”, but excluding from such persons Contractor and the respective agents, contractors and Subcontractors of Contractor), from and against any Losses to the extent that they result from any act or omission of Contractor or its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors, invitees or licensees, during the term hereof, including Losses for (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and personal injury to or death of any person or damage to property, including the property of any other person or entity, which may result from the Services or equipment of Contractor or its Affiliatesaffiliates or subsidiaries, directors, officers, or their respective employees, agents and assigns agents, representatives, contractors, Subcontractors or invitees, (each an “Indemnified Person”b) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any a breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under terms of this Agreement or otherwise of any law, ordinance or regulation, or a failure by Contractor to obtain or maintain in effect any license, permit, approval, franchise or other governmental approval required by law, or (c) the “Indemnifiable Losses”)activities during the term hereof of Contractor or its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors, invitees or equipment, on or around the Maintained Facilities or elsewhere. Notwithstanding anything in this Agreement to the contrary, Contractor shall have no obligation to defend and indemnify the Indemnified Entities for their sole negligence. The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in indemnification provided under this Section 9.1 16.1 shall not be such as to place limited by the Indemnified Person in the same position as it would have been in had there not been any breach waiver of the representations and warranties Consequential Damages set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company 15.2.2. Nothing in this Article 16 shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered relieve ACTA or incurred by any Group Companies or such Purchaser resulting from or arising out Contractor of any dispute or claim arising out liability for breach of any actual or alleged issuancethis Agreement. Further, repurchase, transfer or restructuring of equity interest nothing in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 Article 16 shall be limited construed to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of relieve any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect insurer of its obligation to pay claims under this Section 9 unless consistent with the aggregate amount provisions of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) abovea valid insurance policy.

General Indemnity. (a1) The Group Subject to Section 1.01(2), the Companies shall will severally, in respect of liability related to acting as a director or officer of each such Company, and jointly and severally severally, with respect to a Company and its direct or indirect subsidiaries in respect of liability related to acting as a director or officer of a direct or indirect subsidiary (individually, a “Subsidiary” and collectively, the “Subsidiaries”) of such Company, indemnify and hold save harmless each Purchaser the Indemnitee from and its Affiliatesagainst all losses, directorscosts, officerscharges, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, lossesawards, costssettlements, claimsliabilities, proceedings fines, penalties, demands and Liabilities actually suffered causes of action of whatever kind including all legal fees and costs on a solicitor and client basis and other reasonable professional fees (collectively, the “Claims”) to the full extent permitted by law regardless of when they arose and howsoever arising, that the Indemnitee sustains, incurs or may be subject to and which the Indemnitee would not have sustained, incurred or be subjected to if the Indemnitee had not accepted the Companies’ request to act as a director or officer of the Companies. In the event that, for any reason whatsoever, the Companies do not fully and completely indemnify the Indemnitee in accordance with the terms of this Agreement, including without limitation the provisions of this Section 1.01, 1.05 or 1.06, within 120 days of demand by the Indemnitee on the Companies, the Indemnitor shall itself indemnify the Indemnitee to the extent the Indemnitee has not been fully indemnified by the Companies. In such event, the Indemnitor shall become subrogated to the rights of the Indemnitee with respect to the right to be compensated with respect to the obligations of the Companies pursuant to this Indemnity. (2) The indemnity provided in Section 1.01(1) will not apply unless in connection with the matter in respect of a Company or in respect of a Subsidiary which gave rise to Claims for which indemnification is sought, the Indemnitee (i) acted honestly and in good faith with a view to the best interests of the Company or such Subsidiary; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his conduct was lawful. (3) To the extent that a change of relevant law, whether by statute or judicial decision, permits greater indemnification than that afforded by Section 1.01(1), as limited by Section 1.01(2), it is the intent of the parties hereto that the Indemnitee shall enjoy under this Agreement the benefits afforded by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedchange. (b4) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoftindemnity provided in Section 1.01(1) from and will also not apply to any proceeding initiated by the Indemnitee against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered any of the Companies unless it is brought to establish or incurred by enforce any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser right under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing DateIndemnity Agreement. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies Except for the representations and warranties in Sections 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10, which shall jointly not survive the Closing, all representations, warranties, covenants and severally agreements set forth in this Agreement shall survive the Closing. Except as provided below, from and after the Closing, News Corporation shall indemnify and hold harmless each Purchaser Archon, Jacor, the Purchaser, and its Affiliates, directors, officers, the present and former employees, agents agents, officers and assigns directors of Jacor and the Purchaser (each an “the "Indemnified Person”Parties") harmless from any and all damages, expenses, losses, costsinterest, claimsliabilities, proceedings costs and Liabilities actually expenses (including attorneys' fees and expenses) (collectively, "Losses") incurred or suffered or incurred by any Indemnified Party (i) arising out of, relating to or as a result of any liabilities or obligations of Archon (regardless of whether such Indemnified Person liabilities or obligations have been disclosed) resulting from, from the transactions contemplated under this Agreement or the Merger Agreement or arising out of, any relating to or resulting from the conduct of Archon's business prior to the Closing or acts or omissions that occurred prior to the Closing, (ii) that result from, relate to, or arise out of the breach of the warranties any representation, warranty, agreement or covenants covenant made or given by any Group Company either of the Selling Entities or Archon in this Agreement (regardless of whether such representation, warranty, covenant or agreement was made by News America or ACP), or (iii) arising out of, relating to or as a result of payments made or liabilities incurred pursuant to or to cancel Employee Arrangements, to cancel or purchase Employee Stock Options, or to purchase shares acquired through the exercise of Employee Stock Options, in each case after the Closing. The indemnification obligations set forth in this SECTION 7.1 shall be in addition to, and not to the exclusion of, the indemnification regarding tax matters provided for in SECTION 7.2 hereof (it being understood that claims relating to tax matters shall be governed by Section 4 7.2). Notwithstanding anything to the contrary in this Section 7.1, from and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing (i) Jacor shall cause Premiere not to assert any claims against Archon's former employees, agents, officers and directors (the "Archon Affiliates") or Archon arising out of or relating to services performed for Premiere by Archon or the Archon Affiliates under this the Securities Purchase Agreement dated January 17, 1995 between Archon and Premiere (the "Securities Purchase Agreement") or otherwise (the “Indemnifiable Losses”"Services"). The amount ; (ii) if a third party brings a claim against Archon or the Archon Affiliates arising out of any payment or relating to any such Indemnified Person the Services, News Corporation shall be sufficient free to make such Indemnified Person whole for assert any diminution in value defense, affirmative defense, or affirmative claim on behalf of the equity securities held Selling Entities or Archon (and such claims are hereby assigned to News Corporation by it resulting Archon for such purpose only) to assert that Premiere, or any third party, rather than Archon or any Archon Affiliate, is liable under such claim except that News Corporation shall not assert any contractual right of indemnification or contribution from such breach. Any Premiere belonging to Archon or the Archon Affiliates (including without limitation any right of indemnification or contribution under the Securities Purchase Agreement); (iii) the indemnity referred to in this Section 9.1 7.1 shall be such not cover liabilities for which the Consenting Stockholders (as defined in the Merger Agreement) are indemnified under Section 14 of the Shareholders' Agreement; (iv) the indemnity in this Section 7.1 shall not extend to place the first $30,000 of Losses incurred by the Indemnified Person Parties which are in excess of any amount established pursuant to Section 4.2(b) hereof; and (v) the same position as it would have been indemnification in had there this Section 7.1 shall not been any breach apply to Jacor, the Purchaser, or the present or former employees, agents, officers, or directors of Jacor and the representations and warranties Purchaser (but, subject to the qualifications set forth in Section 4 under which above, shall apply to Archon) if the Indemnified Person is claim relates to the Services. Jacor shall cause the originals of any of Archon's books and records to be indemnifiedavailable if needed pursuant to any claim under this Article VII. (b) The Company If any lawsuit, enforcement action, or other claim is filed or made against an Indemnified Party (a "Third-Party Claim") and is covered by the indemnity set forth in (a) above, written notice thereof (the "Third-Party Claim Notice") shall indemnify, defend be given to the Selling Entities as promptly as practicable (and hold harmless each Purchaser in any event within ten (other than Kingsoft10) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or calendar days after the receipt of such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”Third-Party Claim); provided that the Company failure to give such notice shall not affect the indemnity provided herein unless the Selling Entities can demonstrate that they were materially prejudiced as a consequence of such failure. After the receipt of such Third-Party Claim Notice, the Selling Entities shall be obligated entitled, upon written notice to indemnify such Purchaser under this Section 9.1(bthe Indemnified Parties, if the Selling Entities so elect and at the Selling Entities' sole cost, risk, and expense: (i) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary to take control of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply defense and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses investigation of such Indemnified PersonThird-Party Claim, (ii) to employ and engage attorneys of their own choice, subject to Section 9.1(cthe reasonable approval of the Indemnified Parties to handle and defend the same, and (iii) aboveto compromise or settle such Third-Party Claim, which compromise or settlement shall be made only with the written consent of the Indemnified Parties, such consent not to be unreasonably withheld. If the Selling Entities do elect to take control of the defense of a Third-Party Claim, the Indemnified Parties shall fully cooperate in the defense of such Third-Party Claim. If the Selling Entities do not elect to take control of the defense of a Third-Party Claim, the Indemnified Parties may not compromise or settle such Third-Party Claim without the consent of the Selling Entities, such consent not to be unreasonably withheld.

General Indemnity. Each party (aan "Indemnitor") The Group Companies shall jointly and severally indemnify agrees to indemnify, pay, and hold harmless each Purchaser the other parties hereto, and its Affiliatesthe officers, directors, officers, employees, agents agents, and assigns affiliates of such other parties (each an “Indemnified Person”) from all damagescollectively, expensesthe "Indemnities"), losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against any and all damagesLosses (including, expenseswithout limitation, lossesthe reasonable fees and disbursements of counsel for any of such Indemnitees) that may be imposed on, costsincurred by, claimsor asserted against any Indemnitee, proceedings and Liabilities actually suffered or incurred by in any Group Companies or such Purchaser resulting from manner relating to or arising or resulting, directly or indirectly, out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); the services provided that by the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything Indemnitee to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser Indemnitor pursuant to this Agreement; provided that the Indemnitor shall have no obligation to an Indemnitee hereunder with respect to Losses arising from the willful misconduct of such limitation shall not apply Indemnitee. In addition, the Consultant agrees to indemnify, pay and hold Newco, and its officers, directors, employees, agents and affiliates, harmless from and against any and all Losses (including, without limitation, the Group Companies shall be liable reasonable fees and disbursements of counsel for any of such Indemnitees) in any manner relative to or arising or resulting, directly or indirectly out of Newco Activities connected with the entire amount business of the Indemnifiable Losses if such losses Consultant (including the use or operation of the Facilities by the Consultant or Newco pursuant hereto, any modification, closing, retrofitting or use of the Facilities resulting fromfrom Newco Activities, or any change in the Consultant's business resulting from Newco Activities hereunder), provided that the Consultant shall have no obligation to Newco hereunder with respect to Losses arising out of, fraud, willful misrepresentation, from the willful misconduct of Newco. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in this section may be unenforceable because it violates any law or gross negligence of any Group Company. (d) Notwithstanding anything public policy, Indemnitor shall contribute the maximum portion that it is permitted to pay under applicable law to the contrary herein, payment and satisfaction of all indemnified liabilities incurred by the Group Companies shall not be obligated to indemnify Indemnitees or any Indemnified Person in respect of its claims under them. The provisions of Section 9 and 10 and this Section 9 unless the aggregate amount 11 shall survive termination of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) abovethis Agreement.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above. (e) Notwithstanding anything to the contrary herein, the Group Companies shall not indemnify the Indemnified Persons for any Indemnifiable Losses arising from or in connection with the matters disclosed in the Disclosure Schedule.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify In addition to the payments pursuant to Section ----------------- 11.3, Company agrees to indemnify, pay, and hold harmless each Purchaser Newco and its Affiliatesany holder of the Notes, and the officers, directors, officers, employees, agents agents, and assigns Affiliates of Newco and any such holder (each an “Indemnified Person”) collectively, the "Indemnitees"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, lossesand disbursements of any kind or nature whatsoever (including, costswithout limitation, claimsthe reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting fromadministrative, or arising out ofjudicial proceeding commenced or threatened, whether or not any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person Indemnitees shall be sufficient designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of the indebtedness created by this Agreement, the Notes, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any dispute other agreements or claim arising out documents executed and delivered by Company in connection therewith, including without limitation any damage to public or worker health and safety or the environment, Newco's agreement to make the Loans hereunder, or the use or intended use of any actual or alleged issuance, repurchase, transfer or restructuring the proceeds of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement the Loans (“Restructuring Losses”the "indemnified liabilities"); provided that the Company shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to a Purchaser indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9 11.11 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Company's obligations hereunder and termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify In addition to the payments pursuant to Section 11.3, the Company agrees to indemnify, pay, and hold harmless each Purchaser Newco and its Affiliatesany holder of the Notes, and the officers, directors, officers, employees, agents agents, and assigns Affiliates of Newco and any such holder (each an “Indemnified Person”) collectively, the "Indemnitees"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, lossesand disbursements of any kind or nature whatsoever (including, costswithout limitation, claimsthe reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting fromadministrative, or arising out ofjudicial proceeding commenced or threatened, whether or not any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person Indemnitees shall be sufficient designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of the indebtedness created by this Agreement, the Notes, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any dispute other agreements or claim arising out documents executed and delivered by the Company in connection therewith, including without limitation any damage to public or worker health and safety or the environment, Newco's agreement to make the Loans hereunder, or the use or intended use of any actual or alleged issuance, repurchase, transfer or restructuring the proceeds of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement the Loans (“Restructuring Losses”the "indemnified liabilities"); provided that the Company shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to a Purchaser indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9 11.11 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Company's obligations hereunder and termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and the Administrative Agent (a) The Group Companies shall jointly on their own behalf and severally indemnify on behalf of each of the Lenders’ and hold harmless the Administrative Agent’s Affiliates and each Purchaser of such entities’ respective successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities related and reasonable costs and expenses actually suffered incurred, including reasonable attorneys’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Loan Agreement by such Indemnified Person resulting fromPerson, any commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), or arising out ofthe use of proceeds therefrom by the Borrower, any breach including (without limitation) in respect of the warranties funding of any Advance or covenants given in respect of any Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud or willful misconduct on the part of any Group Company Indemnified Party (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section 4 6.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to: (i) any representation or warranty made by or on behalf of the Borrower or the Parent in any Transaction Document to which it is a party, which was incorrect in any respect when made; (ii) failure by the Borrower or the Parent to comply with any covenant made by it, or perform any obligation to be performed by it, in any Transaction Document to which it is a party; (iii) except as expressly set forth in this Loan Agreement, the failure by the Borrower or the Parent to create and Section 8 maintain in favor of the Administrative Agent, for the benefit of the Secured Parties a valid perfected first priority security interest in the Collateral, free and clear of any Adverse Claim; (iv) the Borrower’s use of the proceeds of the Advances; (v) the failure by the Borrower to pay when due any Taxes (including sales, excise or personal property taxes) payable in connection with the purchase and sale of the Collateral; (vi) the commingling of the Collections with other funds of the Borrower; (vii) any legal action, judgment or garnishment affecting, or with respect to, distributions on any Pledged Policy or the Transaction Documents; and (viii) any failure to comply with any Applicable Law with respect to all Shares acquired by such Purchaser on any Pledged Policy or after any other part of the Closing under this Agreement or otherwise (Collateral. If and to the “Indemnifiable Losses”). The amount of extent that the foregoing undertaking may be unenforceable for any payment to any such Indemnified Person shall be sufficient reason, the Borrower hereby agrees to make such Indemnified Person whole for any diminution in value the maximum contribution to the payment of the equity securities held by it resulting from such breach. Any indemnity referred to amounts indemnified against in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 11.1 that is permissible under which the Indemnified Person is to be indemnifiedApplicable Law. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. The Company (athe “Indemnifying Party”) The Group Companies shall jointly and severally indemnify (to the fullest extent permitted by applicable laws) indemnify, defend and hold harmless each Purchaser and its Affiliatesthe Investor, officers, directors, officers, employees, agents and assigns employees (each an “Indemnified PersonParty”) from and against any and all losses, damages, expenses, losses, costsliabilities, claims, proceedings proceedings, Taxes, costs and Liabilities expenses actually suffered or incurred by any such Indemnified Person Party (including the fees, disbursements and other charges of counsel reasonably incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party, in connection with any breach as set forth below) resulting from, from or arising out of, of any breach by the Indemnifying Party of the warranties any Company Warranty or covenants given by any Group Company other covenant or agreement in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (any other Transaction Document or resulting from or arising out of any claims against the “Indemnifiable Losses”)Company or any other Group Member relating to any Tax liability that arose on or prior to the Completion Date, except to the extent that the Loss resulting from the gross negligence or willful misconduct of any Indemnified Party. The amount of any payment to any such Indemnified Person Party shall be sufficient to make such Indemnified Person Party whole for any diminution in value of the equity securities Equity Securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 10 for breach of a Company Warranty shall be such as to place the Indemnified Person Party in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 Company Warranties under which the Indemnified Person Party is to be indemnified. (b) The Company shall indemnify. In connection with the indemnification obligation of the Indemnifying Party as set forth above, defend and hold harmless the Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Purchaser (other than Kingsoft) from and against Indemnified Party for all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or such expenses as they are incurred by any Group Companies or such Purchaser resulting from or arising out Indemnified Party. The aggregate liability of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser Indemnifying Party under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person 10.1 in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount any breach of the Indemnifiable Losses of such Indemnified Person, subject Company Warranty shall not exceed an amount equal to Section 9.1(c) aboveUS$50,000,000.

General Indemnity. (a) The Group Companies shall jointly Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller hereby agrees to indemnify Bank of America, both individually and severally indemnify as the Administrative Agent and hold harmless the Yorktown Purchaser Agent, the Purchasers, the Liquidity Banks, the Liquidity Agent, each Purchaser of their respective Affiliates, and its Affiliatesall successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, agents and assigns employees of any of the foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities actually suffered related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Receivable or any Contract, excluding, however, (x) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Person resulting from, Party or arising out of, (y) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to indemnify any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or agent (which is not otherwise (the “Indemnifiable Losses”). The amount an Indemnified Party) of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of Bank of America, the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place Agents, the Indemnified Person in Purchasers, the same position as it would have been in had there not been any breach of Liquidity Banks, and the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifyLiquidity Agent forthwith on demand, defend and hold harmless each Purchaser (other than Kingsoft) from and against any and all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered Indemnified Amounts awarded against or incurred by any Group Companies or such Purchaser resulting from or of them arising out of or caused by the gross negligence or willful misconduct of the Seller (unless otherwise expressly agreed to in writing by the Seller). Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by any dispute Seller Party of any interest in any Receivable other than the transfer of Receivables and related property by the Originators to the Seller pursuant to the Sale Agreement, the transfer of an Asset Interest to the Purchaser pursuant to this Agreement and the grant of a security interest to the Purchaser pursuant to Section 9.1; (ii) any representation or warranty made in writing by any Seller Party (or any of its officers) under or in connection with any Transaction Document, any Information Package, Interim Information Package or any other information or report delivered by or on behalf of any Seller Party pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be; provided, however, that in the case of any representation, warranty or information that was not made or delivered in writing, indemnification shall be available to an Indemnified Party hereunder only if such representation, warranty or information was reasonably relied upon by such Indemnified Party; (iii) the failure by any Seller Party to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Purchaser an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than a Lien arising solely as a result of an act of any Purchaser or the Administrative Agent, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivables or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any matter described in clause (i) or (ii) of Section 3.2(a); (viii) any failure of any Seller Party, as the Master Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of Article III or Article VIII; (ix) any product liability claim arising out of or in connection with merchandise or services that are the subject of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date.Pool Receivable; (cx) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities any claim of the Group Companies towards all the Indemnified Persons breach by any Seller Party of any related Contract with respect to a Purchaser under this Section 9 shall be limited to oneany Pool Receivable; or (xi) any tax or governmental fee or charge (but not including franchise taxes or taxes upon or measured by net income), all interest and penalties thereon or with respect thereto, and all out-hundred (100%) of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount purchase or ownership of the Indemnifiable Losses if such losses resulting fromany Asset Interest, or arising out of, fraud, willful misrepresentation, willful misconduct any other interest in the Pool Receivables or gross negligence of in any Group Companygoods which secure any such Pool Receivables. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly Pledgor agrees to hold the Purchaser, the Affected Parties and severally indemnify their Affiliates and hold harmless each Purchaser the Purchaser’s, the Affected Parties’ and its their Affiliates’ officers, directors, officersshareholders, employees, agents agents, attorneys, Affiliates and assigns advisors (each an “Indemnified PersonParty” and collectively the “Indemnified Parties”) harmless from and indemnify any Indemnified Party against all damages, expensesliabilities, losses, costsdamages, claimsjudgments, proceedings costs and Liabilities actually suffered or expenses of any kind that may be imposed on, incurred by any or asserted against such Indemnified Person resulting fromParty (collectively, the “Indemnified Amounts”) relating to or arising out of this Agreement or the Pledged Collateral, or the pledge thereof or the violation of Applicable Law, or any amendment, supplement or modification of, or any breach waiver or consent under or in respect of, this Agreement or any transaction contemplated hereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the warranties or covenants given by foregoing, the Pledgor agrees to hold any Group Company in Section 4 Indemnified Party harmless from and Section 8 indemnify such Indemnified Party against all Indemnified Amounts with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment Pledged Collateral relating to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute violation or claim alleged violation of, noncompliance with or liability under any law, rule or regulation (including, without limitation, Environmental Laws and securities laws) that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with the Pledged Collateral for any sum owing thereunder, the Pledgor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set–off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder arising out of a breach by the Pledgor of any obligation thereunder or arising out of any actual other agreement, indebtedness or alleged issuance, repurchase, transfer liability at any time owing to or restructuring in favor of equity interest in KSC Partner Holdings Limited such account debtor or related equity incentive arrangement (“Restructuring Losses”); provided that obligor or its successors from the Company shall not be obligated Pledgor. The Pledgor also agrees to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the reimburse an Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid Party as and when billed by such Purchaser pursuant to this Agreement; provided that Indemnified Party for all such limitation shall not apply Indemnified Party’s costs, expenses and fees incurred in connection with the Group Companies shall be liable for enforcement or the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses preservation of such Indemnified PersonParty’s rights under this Agreement and any transaction contemplated hereby or thereby, subject including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to Section 9.1(cwhich the indemnity in this Subsection 7.1(a) aboveapplies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Seller, any of the Guarantors and/or the Pledgor or any of their officers, directors, shareholders, employees or creditors, an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated hereby is consummated.

General Indemnity. (a) The Group Companies shall jointly and severally Company agrees to indemnify and hold harmless each Purchaser and its AffiliatesIndemnified Person against all or any claims, directorsactions, officersjudgments, employeesliabilities, agents and assigns awards, demands, investigations or proceedings (in each case whether or not successful, compromised or settled) (each an “a Claim) threatened, brought, alleged, asserted, established, made or instituted against or which otherwise involve any Indemnified Person”) from Person in any jurisdiction by any person whatsoever (including any regulatory or government agency), and against all losses, damages, expenses, lossesliabilities, costs, claimscharges, proceedings or expenses (including properly incurred fees, disbursements and Liabilities actually expenses of legal counsel) and any Tax (other than in respect of any stamp duty, SDRT or similar tax or duty in respect of which an amount has: (i) been deducted by the Settlement Bank pursuant to clause 8.7; (ii) been paid by the Company in accordance with clause 8.10, or (iii) not been paid under clause 8.10 solely because the exception relating to certain interest and penalties expressly set out therein applied, or in relation to VAT in respect of which an amount: (a) has been deducted by the Settlement Bank pursuant to clause 8.7; (b) has been paid by the Company under clause 8.11; or (c) is recoverable by the relevant Indemnified Person from a Tax Authority and would have been payable under clause 8.11(b) had it not been recoverable) (each a Loss), on demand, whether joint or several, which any Indemnified Person may suffer or incur (including, but not limited to, all Losses suffered or incurred by in investigating, preparing for or disputing, providing evidence in connection with or defending any Claim and/or in establishing its right to be indemnified pursuant to this clause 10.1 or to receive contribution pursuant to clause 12 and/or in seeking advice regarding any Claim (whether or not such Indemnified Person resulting fromis an actual or potential party to such Claim or such Claim is defended or disputed successfully) or mitigating any Loss on its part or otherwise enforcing its rights under this Agreement or in any way related to or in connection with this indemnity, clause 12 or settling any Claim), which in each case shall be additional and without prejudice to any rights which an Indemnified Person may have at common law or otherwise, if the Claim or Loss arises, directly or indirectly, out of, or is attributable to, or connected with, anything done or omitted to be done by any person (including the relevant Indemnified Person) in connection with the Offer, Admission or the arrangements contemplated by the Offer Documents (or any amendment or supplement to any of them), or any of them, or this Agreement or any other agreement relating to the Offer or Admission, prior to, on or after the date of this Agreement including, but not limited to any and all Losses or Claims whatsoever, as incurred in connection with or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.:

General Indemnity. (ai) The Group Companies Subject to the other provisions of this Article VII, effective as of the Closing, each Approved Xiaodu Shareholder shall jointly and severally indemnify and hold harmless each Purchaser and Rajax, its AffiliatesAffiliates (which shall, after the Effective Time, include the Xiaodu Group Companies), the directors, officers, employees, agents and representatives of Rajax or any of Affiliates, and the successors and assigns or Rajax and its Affiliates (each an “each, a ”Rajax Indemnified PersonParty”) from all and against any losses, Liabilities, damages, Liens, penalties, costs and expenses, losses, costs, claims, proceedings including but without limitation reasonable advisor’s fees and Liabilities actually suffered or incurred by other reasonable expenses of investigation and defense of any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise foregoing (the collectively, “Indemnifiable Losses”). The amount of any payment to any ) actually incurred or suffered by such Rajax Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such Party as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifya result of, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of or in connection with (A) any dispute breach of, or claim arising out of inaccuracy in, any actual representation or alleged issuancewarranty made by Xiaodu in this Agreement and (B) any breach or violation of, repurchaseor failure to perform, transfer any covenants or restructuring of equity interest agreements made, and to be performed by Xiaodu or such Xiaodu Shareholder, as applicable, in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies each Approved Xiaodu Shareholder’s indemnification obligations under this Section 7.2(a) shall be liable for several, but not joint, and shall be allocated in accordance with such Approved Xiaodu Shareholder’s pro rata share in the entire amount aggregate Merger Consideration of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Companyall Approved Xiaodu Shareholders. (dii) Notwithstanding anything Subject to the contrary herein, other provisions of this Article VII and in addition to the Group Companies shall not be obligated to indemnify any Indemnified Person obligations set forth in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies7.2(a), in which event the Group Company shall be liable for the entire amount effective as of the Closing, Baidu HK shall indemnify and hold harmless the Rajax Indemnified Parties against any Indemnifiable Losses actually incurred or suffered by such Rajax Indemnified Party as a result of, arising out of such Indemnified Personor in connection with (A) any breach of, subject or inaccuracy in, any representation or warranty made by Baidu HK in this Agreement and (B) any breach or violation of, or failure to Section 9.1(c) aboveperform, any covenants or agreements made by, or to be performed by Baidu HK in this Agreement.

General Indemnity. (a) The Group Companies Borrower shall jointly and severally indemnify indemnify, reimburse, defend and hold harmless each Purchaser Lender and its Affiliatesofficers, directors, officersemployees and agents (collectively, employeesthe "Indemnified Parties") for, agents from and assigns (each an “against any and all Damages of the Indemnified Person”) from all damagesParties, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by in any such Indemnified Person resulting from, way relating to or arising out of, any breach of the warranties making or covenants given holding or enforcement of the Loan by Lender or the administration of the Transaction to the extent resulting, directly or indirectly, from any Group Company claim (including any Environmental Claim) made (whether or not in Section 4 and Section 8 connection with respect to all Shares acquired any legal action, suit, or proceeding) by such Purchaser or on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount behalf of any payment to any such Person; provided, however, that no Indemnified Person Party shall be sufficient to make such Indemnified Person whole for any diminution in value of have the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is right to be indemnifiedindemnified hereunder for its own fraud, bad faith, gross negligence or willful misconduct. (b) The Company applicable Indemnified Party shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out promptly notify Borrower in writing of any dispute action, judgement, suit, claim or demand with respect to which such Indemnified Party seeks the benefit of Section 5.18(a) and provide Borrower the opportunity to defend same, and if such Indemnified Party fails to do so it shall lose the benefit of Section 5.18 (a) if and to the extent Borrower is prejudiced thereby. So long as Borrower is resisting and defending in a prudent and commercially reasonable manner any action, judgment, suit, claim arising out or demand that gives rise to Damages (or same is being defended by Borrower's insurer and insurance is adequate for the reimbursement of any actual or alleged issuancesuch Damages), repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company Indemnified Parties shall not be obligated entitled to indemnify defend or settle same and claim the benefit of Section 5.18(a) with respect thereto without the consent of Borrower. Notwithstanding the foregoing, if the conditions set forth in the preceding sentence are not being satisfied and Lender has provided Borrower with 30 days' prior written notice, or shorter period if mandated by the requirements of applicable law, and opportunity to correct such Purchaser under determination, Lender may in good faith settle such action, suit or proceeding and claim the benefit o▇ ▇▇▇▇ ▇▇▇▇▇on 5.18 with respect thereto. The provisions of and undertakings and indemnification set forth in this Section 9.1(b) if such Purchaser makes a claim against 5.18 shall survive the Company under this Section 9.1(b) after the second anniversary satisfaction and payment in full of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities Indebtedness and termination of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless each Purchaser from and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually against any Claim ever suffered or incurred by any such Indemnified Person resulting fromof the Indemnitees arising out of or related to this Agreement or any of the other Loan Documents, the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents, or as a result of any Borrower’s failure to observe, perform or discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, any breach of the warranties related to or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under any transactions entered into pursuant to this Agreement or otherwise (Agent’s Lien upon the “Indemnifiable Losses”)Collateral. The amount Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or similar laws by reason of any payment Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any such Indemnified Person Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be sufficient to make such Indemnified Person whole for payable by Agent or any diminution in value Obligor on account of the equity securities held by it resulting from such breach. Any indemnity referred to in execution or delivery of this Section 9.1 shall be such as to place Agreement, or the Indemnified Person in the same position as it would have been in had there not been execution, delivery, issuance or recording of any breach of the representations other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and warranties set forth in Section 4 under which Lenders for the Indemnified Person is to be indemnified. (bpayment of) The Company shall indemnifyall such Taxes, defend including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or liability in connection therewith. The foregoing indemnities shall not apply to Claims incurred by any Group Companies of the Indemnitees as a direct and proximate result of their own gross negligence or such Purchaser resulting from willful misconduct or arising that arise out of any dispute or claim disputes arising solely out of the relationship between Agent and any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing DateLender. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) Indemnification by the Company. The Group Companies shall jointly and severally Company will indemnify and hold ------------------------------ harmless the Purchaser, any broker-dealer named in the Registration Statement, as amended, (the "Broker-Dealer") and each person, if any, who controls the ------------- Purchaser or the Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, against any losses, costs, claims, proceedings damages, liabilities and Liabilities actually suffered expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the Purchaser, the Broker- Dealer and each such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Registration Statement (including any Prospectus or Prospectus supplement which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in the Registration Statement (including any Prospectus or Prospectus supplement which are a part of it), or any amendment or supplement to it, or any document incorporated by reference in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will reimburse the Purchaser, the Broker-Dealer and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser, the Broker-Dealer or such controlling person in investigating, defending against, or preparing to defend against any such Indemnified Person resulting fromclaim, action, suit or arising proceeding, except that the Company will not be liable to the extent any loss, claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any breach of Prospectus or Prospectus supplement or any 0amendment or supplement to the warranties Prospectus or covenants given Prospectus supplement in reliance upon, and in conformity with, written information furnished by any Group either the Purchaser or the Broker-Dealer to the Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person inclusion in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedProspectus or Prospectus supplement. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify Corporation agrees to indemnify, pay and hold harmless each Purchaser the Purchasers and its AffiliatesAffiliates and any subsequent holder of any Series A Securities, and the officers, directors, officersemployees and agents of the Purchasers and its Affiliates and such holders (collectively called the "Indemnities"), employeesharmless from and against, agents any and assigns (each an “Indemnified Person”) from all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings costs, expenses and Liabilities actually suffered disbursements of any kind or nature whatsoever including, without limitation, the fees and disbursements of counsel for such Indemnities in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnities shall be designated a party thereto, which may be imposed on, incurred by by, or asserted against such Indemnitee, in any such Indemnified Person resulting from, manner relating to or arising out of, any breach of the warranties or covenants given transactions contemplated by this Agreement and the ownership of any Group Company in Section 4 and Section 8 Series A Securities (a "Claim"), except that the Corporation shall have no obligation hereunder to an Indemnitee with respect to all Shares acquired by any such Purchaser on indemnified liabilities arising from the gross negligence or after wilful misconduct of such Indemnitee. If any indemnity provided for in the Closing under this Agreement preceding sentence is not available solely because it is found to be contrary to public policy or otherwise (unlawful, then the “Indemnifiable Losses”)Corporation and the Indemnities shall contribute to the amount payable in such proportion as is appropriate to reflect the relative faults and benefits and any other relevant equitable considerations. The amount of any payment to any such Indemnified Person Each Indemnitee shall be sufficient to make such Indemnified Person whole reimburse the Corporation for any diminution amounts paid to such Indemnitee by the Corporation pursuant to this Section 8.2 with respect to claims by the Corporation against such Indemnitee which are finally determined by a court of competent jurisdiction in value favor of the equity securities held by it resulting from Corporation against such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedIndemnitee. (b) If any Claim or alleged Claim shall be brought against any Indemnitee in respect of which such Indemnitee may be indemnified under this Section 8.2 by the Corporation, such Indemnitee shall promptly notify the Corporation in writing. No indemnity in respect of such Claim shall be available under this Section 8.2 to such Indemnitee if such notice was not given to the Corporation and the Corporation was unaware of such action and was materially prejudiced by such Indemnitee's failure to give such notice, but in no event shall such failure relieve the Corporation from any liability which it may have to such Indemnitee arising otherwise than under this Section 8.2. The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out Corporation at its option may assume the defense of any dispute or claim arising out action in respect of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated which it has acknowledged its obligation to indemnify such Purchaser Indemnitee under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date8. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. The Company (athe "Indemnifying Party") The Group Companies shall jointly and severally indemnify (to the fullest extent permitted by applicable laws) indemnify, defend and hold harmless each Purchaser and its Affiliatesthe Investor, officers, directors, officers, employees, agents and assigns employees (each an “"Indemnified Person”Party") from and against any and all losses, damages, expenses, losses, costsliabilities, claims, proceedings proceedings, Taxes, costs and Liabilities expenses actually suffered or incurred by any such Indemnified Person Party (including the fees, disbursements and other charges of counsel reasonably incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party, in connection with any breach as set forth below) resulting from, from or arising out of, of any breach by the Indemnifying Party of the warranties any Company Warranty or covenants given by any Group Company other covenant or agreement in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (any other Transaction Document or resulting from or arising out of any claims against the “Indemnifiable Losses”)Company or any other Group Member relating to any Tax liability that arose on or prior to the Completion Date, except to the extent that the Loss resulting from the gross negligence or willful misconduct of any Indemnified Party. The amount of any payment to any such Indemnified Person Party shall be sufficient to make such Indemnified Person Party whole for any diminution in value of the equity securities Equity Securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 10 for breach of a Company Warranty shall be such as to place the Indemnified Person Party in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 Company Warranties under which the Indemnified Person Party is to be indemnified. (b) The Company shall indemnify. In connection with the indemnification obligation of the Indemnifying Party as set forth above, defend and hold harmless the Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Purchaser (other than Kingsoft) from and against Indemnified Party for all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or such expenses as they are incurred by any Group Companies or such Purchaser resulting from or arising out Indemnified Party. The aggregate liability of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser Indemnifying Party under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person 10.1 in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount any breach of the Indemnifiable Losses of such Indemnified Person, subject Company Warranty shall not exceed an amount equal to Section 9.1(c) aboveUS$50,000,000.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and the Administrative Agent (a) The Group Companies shall jointly on their own behalf and severally indemnify on behalf of each of the Lenders’ and hold harmless the Administrative Agent’s Affiliates and each Purchaser of such entities’ respective successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities related and reasonable costs and expenses actually suffered incurred, including reasonable attorneys’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Loan Agreement by such Indemnified Person resulting fromPerson, any commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), or arising out ofthe use of proceeds therefrom by the Borrower, any breach including (without limitation) in respect of the warranties funding of any Advance or covenants given in respect of any Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud or willful misconduct on the part of any Group Company Indemnified Party (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser 6.1(a)) on or after the Closing under this Agreement or otherwise any Indemnified Party; including (the “Indemnifiable Losses”without limitation). The amount of any payment to any such , however, Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser Amounts resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.relating to:

General Indemnity. (a) The Group Companies shall jointly Subject to the terms and severally indemnify conditions of this Article VI, the Seller hereby agrees to indemnify, defend and hold harmless each Purchaser Holdings, the Buyer, their affiliates and its Affiliates, subsidiaries and their respective directors, officersofficers and employees (collectively, employees, agents and assigns (each an the “Buyer Indemnified PersonGroup”) harmless from and against all damagesdemands, expensesclaims, actions or causes of action, assessments, losses, costsdamages, claimsliabilities, proceedings costs and Liabilities actually suffered expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Damages”), asserted against, resulting to, imposed upon or incurred by any such member of the Buyer Indemnified Person Group by reason of or resulting from, or arising out of, any : (i) a breach of any representation or warranty of the warranties or covenants given by any Group Company Seller contained in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise Agreement; (the “Indemnifiable Losses”). The amount ii) a breach of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value covenant of the equity securities held by it resulting from such breach. Any indemnity referred to Seller contained in this Section 9.1 shall be such as to place Agreement; (iii) the Indemnified Person in Excluded Assets; and (iv) the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedExcluded Liabilities. (b) The Company shall Subject to the terms and conditions of this Article VI, Holdings and the Buyer hereby agree to, jointly and severally, indemnify, defend and hold the Seller and its stockholders and affiliates and their respective directors, officers and employees (collectively, the “Seller Indemnified Group”) harmless each Purchaser (other than Kingsoft) from and against all damagesDamages asserted against, expensesresulting to, losses, costs, claims, proceedings and Liabilities actually suffered imposed upon or incurred by any member of the Seller Indemnified Group Companies by reason of or such Purchaser resulting from or arising out from: (i) a breach of any dispute representation, warranty or claim arising out covenant of any actual the Buyer or alleged issuanceHoldings contained in this Agreement; (ii) the Assumed Liabilities; and (iii) the operation of the Business and the use and ownership of the Business Assets by the Buyer, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) and their respective subsidiaries from and after the second anniversary of the Closing Date. (c) Notwithstanding anything in Section 6.04(a) to the contrary hereincontrary, the maximum aggregate liabilities Seller shall not be responsible for indemnifying any member of the Buyer Indemnified Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser from and against any Damages pursuant to this Agreement; provided that such limitation shall not apply Section 6.04(a)(i), unless and until the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, aggregate indemnification to which the Buyer Indemnified Group shall be entitled as described above equals or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies)$750,000, in which event the Group Company Seller shall be liable responsible for indemnifying the entire amount Buyer Indemnified Group from and against all Damages, but only to the extent that such Damages exceed $750,000. The Seller’s maximum liability for indemnifying any member of the Indemnifiable Losses of such Buyer Indemnified Person, subject Group from and against any Damages pursuant to Section 9.1(c6.04(a)(i) aboveshall not exceed the sum of $10,000,000.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and the Administrative Agent (a) The Group Companies shall jointly on their own behalf and severally indemnify on behalf of each of the Lenders’ and hold harmless the Administrative Agent’s Affiliates and each Purchaser of such entities’ respective successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities related and reasonable costs and expenses actually suffered incurred, including reasonable attorneys’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Loan Agreement by such Indemnified Person resulting fromPerson, any commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), or arising out ofthe use of proceeds therefrom by the Borrower, any breach including (without limitation) in respect of the warranties funding of any Advance or covenants given in respect of any Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud or willful misconduct on the part of any Group Company Indemnified Party as determined by a court of competent jurisdiction in a final non-appealable judgment (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section 4 6.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to: (i) any representation or warranty made by or on behalf of the Borrower or the Parent in any Transaction Document to which it is a party, which was incorrect in any respect when made; (ii) failure by the Borrower or the Parent to comply with any covenant made by it, or perform any obligation to be performed by it, in any Transaction Document to which it is a party; (iii) except as expressly set forth in this Loan Agreement, the failure by the Borrower or the Parent to create and Section 8 maintain in favor of the Administrative Agent, for the benefit of the Secured Parties a valid perfected first priority security interest in the Collateral, free and clear of any Adverse Claim; (iv) the Borrower’s use of the proceeds of the Advances; (v) the failure by the Borrower to pay when due any Taxes (including sales, excise or personal property taxes) payable in connection with the purchase and sale of the Collateral; (vi) the commingling of the Collections with other funds of the Borrower; (vii) any legal action, judgment or garnishment affecting, or with respect to, distributions on any Pledged Policy or the Transaction Documents; and (viii) any failure to comply with any Applicable Law with respect to all Shares acquired by such Purchaser on any Pledged Policy or after any other part of the Closing under this Agreement or otherwise (Collateral. If and to the “Indemnifiable Losses”). The amount of extent that the foregoing undertaking may be unenforceable for any payment to any such Indemnified Person shall be sufficient reason, the Borrower hereby agrees to make such Indemnified Person whole for any diminution in value the maximum contribution to the payment of the equity securities held by it resulting from such breach. Any indemnity referred to amounts indemnified against in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 11.1 that is permissible under which the Indemnified Person is to be indemnifiedApplicable Law. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall Company and the Shareholders hereby agree to jointly and severally defend, indemnify and hold harmless each Purchaser Buyer and its Affiliates, directors, officers, employees, representatives, agents and assigns attorneys (each each, an “Indemnified PersonParty”) from all damagesBuyer Losses caused by, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, from or arising out of, any breach : (i) breaches of representations or warranties hereunder on the part of the warranties Company and/or the Shareholders or covenants given failures by any Group the Company in Section 4 and Section 8 with respect and/or the Shareholders to all Shares acquired by such Purchaser on or after the Closing under this Agreement perform or otherwise (the “Indemnifiable Losses”). The amount of fulfill any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties undertaking or other agreement or obligation hereunder, including, without limitation, those set forth in Section 4 under 3.8, or to perform their covenants set forth in this Agreement or in any other agreement or document executed in connection with the transactions contemplated hereby; (ii) any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification; (iii) any and all actions, suits, proceedings, claims, liabilities, and demands incident to, related to or arising from the matters set forth in Section 3.16(d) of the Shareholders’ Disclosure Schedules, except to the extent any such Buyer Losses are included in Current Liabilities (the “Website Matters”); and (iv) any and all actions, suits, proceedings, claims, penalties, liabilities and damages arising from the matters set forth in Section 3.5 of the Shareholders’ Disclosure Schedules, except to the extent any such Buyer Losses are included in Current Liabilities (the “Payroll Matters”); If any claim, liability, demand, assessment, action, suit or proceeding shall be asserted pursuant to this Section 9.1(a) in respect of which the Indemnified Party proposes to demand indemnification, the Indemnified Party shall notify the Shareholders (an “Indemnified Party Claim Notice”), provided, however, that the failure to so notify the Shareholders shall not reduce or affect the Shareholders obligations with respect thereto except to the extent that the Shareholders are materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person is having liability therefor, the Shareholders shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any claim, liability, demand, assessment, action, suit or proceeding shall be asserted pursuant to this Section 9.1(a) (provided that any compromise or settlement must be approved by the Indemnified Party, such approval not to be indemnifiedunreasonably withheld or delayed), including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the Shareholders shall have exercised their right to assume such control, the Indemnified Party may, in its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by the Shareholders) in any such matter, and in such event counsel selected by the Shareholders shall be required to cooperate with such counsel of the Indemnified Party in such defense, compromise or settlement. In the event any Indemnified Party Claim Notice does not involve a third party claim being asserted against or sought to be collected from an Indemnified Party (a “Direct Claim”), the Indemnified Party Claim Notice shall set forth, to the best of the Indemnified Party’s knowledge, all facts and other information with respect to the claim, including without limitation the anticipated Buyer Losses or a reasonable estimate thereof. The Shareholders shall promptly acknowledge receipt of the Indemnified Party Claim Notice, and if the Shareholders do not notify the Indemnified Party within 30 calendar days following receipt of the Indemnified Party Claim Notice that the Shareholders dispute liability to the Indemnified Party, then, subject to Section 9.1(c), such Direct Claim shall be conclusively deemed a liability of the Shareholders and the Company and the Shareholders authorize Buyer to set-off any amounts owing to Buyer pursuant to such Direct Claim against any amounts then owing pursuant to Section 1.3 hereof; provided that any such set-off shall not exceed the highest amount stated or estimated in the Indemnified Party Claim Notice without the consent of the Shareholders, such consent not to be unreasonably withheld or delayed. (b) The Company shall indemnifyBuyer agrees to defend, defend indemnify and hold harmless each Purchaser (other than Kingsoft) the Shareholders from and against all damagesCompany Losses caused by, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of: (i) breaches of representations or warranties hereunder on the part of Buyer or failures by Buyer to perform or otherwise fulfill any dispute undertaking or claim arising out other agreement or obligation hereunder; and (ii) any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification. If any actual claim, liability, demand, assessment, action, suit or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company proceeding shall not be obligated asserted pursuant to indemnify such Purchaser under this Section 9.1(b) if (“Shareholder Indemnified Claims”) in respect of which the Shareholders propose to demand indemnification, the Shareholders shall notify Buyer ( a “Shareholder Claim Notice”), provided, however, that the failure to so notify Buyer shall not reduce or affect Buyer’s obligations with respect thereto except to the extent that Buyer is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, Buyer shall have the right promptly upon receipt of such Purchaser makes a claim against notice to assume the Company under this Section 9.1(b) after the second anniversary control of the Closing Datedefense, compromise or settlement of any such Shareholder Indemnified Claims (provided that any compromise or settlement must be approved by the Shareholders, such approval not to be unreasonably withheld or delayed) including, at its own expense, employment of counsel reasonably satisfactory to the Shareholders; provided, however, that if Buyer shall have exercised its right to assume such control, the Shareholders may, in their sole discretion and at their expense, employ counsel to represent the Shareholders (in addition to counsel employed by Buyer) in any such matter, and in such event counsel selected by Buyer shall be required to cooperate with such counsel of the Shareholders in such defense, compromise or settlement. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons Except with respect to a Purchaser the Website Matters and the Payroll Matters, in no event shall the total aggregate amount of recovery under this Section 9 either Sections 9.1(a) or 9.1(b) exceed at any time the amount then owing, but not already due and payable, pursuant to the Notes, set off against which Notes not yet due and payable shall be limited to one-hundred (100%the exclusive source of recovery under Section 9.1(a) of for Buyer Losses; provided, that the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation Company and the Shareholders shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable any Buyer Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Buyer Losses for which indemnification is sought by Indemnified Persons’ claims Parties exceeds US$50,000 on a cumulative basis $25,000 (or its equivalent in other currenciesthe “Indemnity Basket”), in which event but if the Group Company aggregate amount of all Buyer Losses exceeds such amount, the Indemnified Parties shall be liable entitled to indemnification for all such Losses, including the entire Indemnity Basket; provided further, however, that the amount recoverable for any Buyer Losses arising from the Website Matters or the Payroll Matters shall not exceed $10,000,000. Notwithstanding anything contained in this Agreement to the contrary, the amount of the Indemnifiable Losses any recovery under either Sections 9.1(a) or 9.1(b) shall be net of such (i) any insurance proceeds or other third party indemnity or contribution amounts actually received by an Indemnified PersonParty, subject to Section 9.1(c) above.and

General Indemnity. (a) The Group Companies shall jointly and severally indemnify In addition to the payments pursuant to Section 9.3, DEVELOPER agrees to indemnify, pay, and hold harmless each Purchaser the Company and its Affiliatesany holder of the Note, and the officers, directors, officers, employees, agents agents, and assigns Affiliates of the Company and any such holder (each an “Indemnified Person”) collectively, the "Indemnitees"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, lossesand disbursements of any kind or nature whatsoever (including, costswithout limitation, claimsthe reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting fromadministrative, or arising out ofjudicial proceeding commenced or threatened, whether or not any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person Indemnitees shall be sufficient designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnity, in any manner relating to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of this Agreement, the Note, the Unit Pledge Agreement, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any dispute other agreements or claim arising out document executed and delivered by DEVELOPER in connection therewith, DEVELOPER's use and operation of the Stores, including any actual damage to public or alleged issuanceworker health and safety or the environment, repurchasethe Company's agreement to make the Loan hereunder, transfer or restructuring the use or intended use of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement the proceeds of the Loan (“Restructuring Losses”the "indemnified liabilities"); provided that the Company DEVELOPER shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnity hereunder with respect to a Purchaser indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnity. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, DEVELOPER shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9 9.11 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to DEVELOPER's obligations hereunder and termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. 10.1 The SRU must perform the SAR Services solely at its own risk and, except as provided in clause 10.3, AMSA will not be liable to the SRU for any loss, damage, injury, disease, illness or death sustained by the SRU, SRU Personnel or any other person or caused to any property however caused. 10.2 The SRU is liable to AMSA for, and agrees to indemnify (aand keep indemnified) The Group Companies shall jointly AMSA against, any claim, loss or expense (including legal costs and severally indemnify expenses on a solicitor and hold harmless each Purchaser and its Affiliatesown client basis) (Loss) which is brought, directorspaid, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by AMSA or any such Indemnified Person resulting from, or arising out of, of AMSA’s Personnel as a result of any breach of the warranties following: (a) any negligent, unlawful or covenants given deliberately wrongful act or omission by the SRU or any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value member of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified.SRU’s Personnel; or (b) The Company shall indemnifya breach of the SRU’s obligations under this Agreement except to the extent that the Loss is covered by clause 10.3. For the avoidance of doubt, defend the SRU’s liability to AMSA will not include Loss arising from the conduct of SAR Services in the ordinary course, even when that involves dangerous activities, provided that the SRU has not acted negligently. 10.3 AMSA is liable to the SRU for, and hold harmless each Purchaser must indemnify (other than Kingsoftand keep indemnified) from the SRU against, any claim, loss or expense (including legal costs and against all damagesexpenses on a solicitor and own client basis) (Loss) which is brought, expensespaid, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by the SRU or any Group Companies or such Purchaser resulting from or arising out of the SRU’s Personnel as a result of any dispute of the following: (a) any negligent, unlawful or claim deliberately wrongful act or omission by AMSA or any member of AMSA’s Personnel; or (b) a breach of AMSA’s obligations under this Agreement. except to the extent that the Loss is covered by clause 10.2. For the avoidance of doubt, AMSA’s liability to the SRU will not include Loss arising out from the conduct of any actual or alleged issuanceSAR Services in the ordinary course, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); even when that involves dangerous activities provided that AMSA has not acted negligently. 10.4 If the Company shall not be obligated SRU has any liability to indemnify such Purchaser AMSA under this Section 9.1(b) if such Purchaser makes a claim Agreement, including under clause 9 or 10, AMSA may set off that liability against any liability AMSA has to the Company SRU. The SRU must make all Employee Payments, and at the time it is required to do so. If AMSA is required for any reason to make an Employee Payment, AMSA may deduct that amount from the entitlements of the SRU which are otherwise payable under this Section 9.1(b) after the second anniversary of the Closing DateAgreement. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (ai) The Group Companies shall jointly Borrower shall, at its sole cost and severally indemnify expense, protect, defend, indemnify, release and hold harmless each Purchaser the Indemnified Parties for, from and its Affiliatesagainst any and all claims, directorssuits, officersliabilities (including, employeeswithout limitation, agents strict liabilities), administrative and assigns (each an “Indemnified Person”) from all judicial actions and proceedings, obligations, debts, damages, expenseslosses, (i) shall become due and payable ten (10) days after demand and shall bear interest at the Default Rate from the tenth (10th) day after demand until paid. (ii) The Borrower shall, lossesat its sole cost and expense, costsprotect, claimsdefend, proceedings indemnify, release and Liabilities actually suffered hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any such of the Indemnified Person resulting from, Parties and directly or indirectly arising out ofof or in any way relating to any tax on the making and/or recording of this Agreement, the Note or any breach of the warranties other Loan Documents. (iii) The Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in the Lender's sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under the Borrower's covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired ERISA and employee benefits plans contained herein. (iv) Promptly after receipt by an Indemnified Party under this Section 5.1(L) of notice of the making of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made by such Purchaser on or after Indemnified Party against the Closing Borrower under this Agreement Section 5.1(L), notify the Borrowers in writing, but the omission so to notify the Borrower will not relieve the Borrower from any liability which it may have to any Indemnified Party under this Section 5.1(L) or otherwise unless and to the extent that the Borrower did not otherwise possess knowledge of such claim or action and such failure resulted in the forfeiture by the Borrower of substantial rights and defenses. In case any such claim is made or action is brought against any Indemnified Party and such Indemnified Party seeks or intends to seek indemnity from the Borrower, the Borrower will be entitled to participate in, and, to the extent that it may wish, to assume the defense thereof with a single counsel reasonably satisfactory to the Lender; and, upon receipt of notice from the Borrower to such Indemnified Party of its election so to assume the defense of such claim or action and only upon approval by the Indemnified Party of such counsel (such approval not to be unreasonably withheld or delayed), the “Indemnifiable Losses”)Borrower will not be liable to such Indemnified Party under this Section 5.1(L) for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. Notwithstanding the preceding sentence, each Indemnified Party will be entitled to employ counsel separate from such counsel for the Borrower and from any other party in such action if such Indemnified Party reasonably determines that a conflict of interest exists which makes representation by counsel chosen by the Borrower not advisable. In such event, the reasonable fees and disbursements of such separate counsel will be paid by the Borrower, provided that the Borrower shall not be required to pay for the fees and disbursements of more than one separate counsel to represent all of the Indemnified Parties collectively. The amount Borrower shall not, without the prior written consent of an Indemnified Party, settle or compromise or consent to the entry of any payment judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such Indemnified Person Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. Each Indemnified Party shall not enter into a settlement of or consent to the entry of any judgment with respect to any action, claim, suit or proceeding as to which an Indemnified Party would be sufficient entitled to make such Indemnified Person whole for any diminution in value indemnification hereunder without the prior written consent of the equity securities held by it resulting from such breachBorrower. Any indemnity referred to The provisions of and undertakings and indemnification set forth in this Section 9.1 5.1(L) shall be such as to place survive the Indemnified Person in the same position as it would have been in had there not been any breach satisfaction and payment of the representations Indebtedness and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out termination of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Agent, the Lenders, the Liquidity Banks, each of their respective Affiliates, and severally indemnify all successors, transferees, participants and hold harmless each Purchaser assigns and its Affiliatesall officers, directors, officersshareholders, employeescontrolling persons, employees and agents of any of the foregoing (each, an "Indemnified Party"), forthwith on demand, from and assigns (each an “Indemnified Person”) from against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities actually suffered related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations or the Collateral, excluding, however, (x) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Person resulting fromParty or (y) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the creation of any Lien on, or arising out oftransfer by any Loan Party of any interest in, the Collateral other than the sale of Receivables and related property by the Originators to PCC pursuant to the First-Step Receivables Purchase Agreement, the sale or contribution of Receivables and related property by PCC to the Borrower pursuant to the Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Agent pursuant to Section 9.1; (ii) any representation or warranty made by any Loan Party (or any of its officers) under or in connection with any Transaction Document, any breach Information Package or any other information or report delivered by or on behalf of any Loan Party pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered, as the warranties or covenants given case may be; (iii) the failure by any Group Company in Section 4 and Section 8 Loan Party to comply with any applicable law, rule or regulation with respect to all Shares acquired by any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such Purchaser applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, free and clear of any other Lien, other than a Lien arising solely as a result of an act of one of the Secured Parties, now or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivables or after the Closing under related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods and/or services related to such Receivable or the furnishing or failure to furnish such goods and/or services; (vii) any matter described in Section 3.4; (viii) any failure of either Loan Party, as the Borrower, the Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement or otherwise the other Transaction Documents to which it is a party; (the “Indemnifiable Losses”). The amount ix) any products liability claim or any claim of breach by either Loan Party of any payment related Contract with respect to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for Receivable; (x) any diminution tax or governmental fee or charge (but not including taxes upon or measured by net income, franchise taxes or withholding taxes), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in value defending against the same, which may arise by reason of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person Agent's security interest in the same position as it would have been in had there not been Collateral; (xi) the commingling of Collections of Receivables at any breach time with other funds; (xii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, the use of the representations proceeds of any Loan, the security interest in the Receivables and warranties set forth Related Assets or any other investigation, litigation or proceeding relating to the Borrower or any of the Originators in Section 4 under which any Indemnified Party becomes involved as a result of any of the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser transactions contemplated hereby or thereby (other than Kingsoftan investigation, litigation or proceeding (1) relating to a dispute solely amongst the Lenders (or certain Lenders) and the Agent or (2) excluded by Section 13.1(a)); (xiii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and against all damagescommercial law and suit on the grounds of sovereignty or otherwise from any legal action, expenses, losses, costs, claims, proceedings and Liabilities actually suffered suit or proceeding; (xiv) the occurrence of any Event of Default of the type described in Section 10.1(e); or (xv) any loss incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities Secured Parties as a result of the Group Companies towards all inclusion in the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) Borrowing Base of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply Receivables owing from any single Obligor and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless Affiliated Obligors which causes the aggregate amount Unpaid Balance of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event such Receivables to exceed the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) aboveapplicable Obligor Concentration Limit.

General Indemnity. Subject to Section 8.3, from and after the Closing: (a) The Group Companies shall Seller and Ultragenyx hereby agree to jointly and severally indemnify indemnify, defend and hold harmless each Purchaser Buyer and its Affiliates, Affiliates and its and their respective directors, officers, employeespartners, agents and assigns employees (each an the “Buyer Indemnified PersonParties”) from from, against and in respect of all damages, expenses, losses, costs, claims, proceedings and Liabilities actually Losses suffered or incurred by any such Buyer Indemnified Person resulting from, or Parties to the extent arising out of, of or resulting from (i) any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to representations or warranties (in each case, when made) of Seller or Ultragenyx in this Section 9.1 shall be such as to place Agreement, Seller Closing Certificate and the Indemnified Person in the same position as it would have been in had there not been Ultragenyx Closing Certificate, (ii) any breach of any of the representations covenants or agreements of Seller or Ultragenyx in this Agreement (other than any covenant or agreement in Article 10); provided, however, that the foregoing shall exclude any indemnification to any Buyer Indemnified Party (x) to the extent resulting from the gross negligence, willful misconduct, or fraud of any Buyer Indemnified Party or (y) to the extent resulting from acts or omissions of Seller, Ultragenyx or any of their Affiliates based upon written instructions from any Buyer Indemnified Party (unless Seller or Ultragenyx is otherwise liable for such Losses pursuant to the terms of this Agreement), (iii) the Excluded Liabilities and warranties set forth Obligations; and (iv) any breach of any of the covenants or agreements of Seller or Ultragenyx in Section 4 under which the Indemnified Person is to be indemnified.Article 10; and (b) The Company shall Buyer hereby agrees to indemnify, defend and hold harmless each Purchaser of Seller and Ultragenyx, their Affiliates and their and their Affiliates’ directors, officers, agents and employees (other than Kingsoft“Seller Indemnified Parties”) from from, against and against in respect of all damages, expenses, losses, costs, claims, proceedings and Liabilities actually Losses suffered or incurred by any Group Companies or such Purchaser resulting from or Seller Indemnified Parties to the extent arising out of or resulting from (i) any dispute or claim arising out breach of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the representations or warranties (in each case, when made) of Buyer in this Agreement and Buyer Closing Date. Certificate or (cii) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities any breach of any of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) covenants or agreements of the Purchase Price actually paid by such Purchaser pursuant to Buyer in this Agreement; provided provided, however, that such limitation the foregoing shall not apply and exclude any indemnification to any Seller Indemnified Party (x) to the Group Companies shall be extent resulting from the gross negligence, willful misconduct, or fraud of any Seller Indemnified Party or (y) to the extent resulting from acts or omissions of Buyer or any of its Affiliates based upon written instructions from any Seller Indemnified Party (unless Buyer is otherwise liable for the entire amount of the Indemnifiable such Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything pursuant to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect terms of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currenciesAgreement), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and the Administrative Agent (a) The Group Companies shall jointly on their own behalf and severally indemnify on behalf of each of the Lenders’ and hold harmless the Administrative Agent’s Affiliates and each Purchaser of such entities’ respective successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities related and reasonable costs and expenses actually suffered incurred, including reasonable attorneys’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Loan Agreement by such Indemnified Person resulting fromPerson, any commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), or arising out ofthe use of proceeds therefrom by the Borrower, any breach including (without limitation) in respect of the warranties funding of any Advance or covenants given in respect of any Policy; 96324738v.8 excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud or willful misconduct on the part of any Group Company Indemnified Party (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section 4 6.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to: (i) any representation or warranty made by or on behalf of the Borrower or the Parent in any Transaction Document to which it is a party, which was incorrect in any respect when made; (ii) failure by the Borrower or the Parent to comply with any covenant made by it, or perform any obligation to be performed by it, in any Transaction Document to which it is a party; (iii) except as expressly set forth in this Loan Agreement, the failure by the Borrower or the Parent to create and Section 8 maintain in favor of the Administrative Agent, for the benefit of the Secured Parties a valid perfected first priority security interest in the Collateral, free and clear of any Adverse Claim; (iv) the Borrower’s use of the proceeds of the Advances; (v) the failure by the Borrower to pay when due any Taxes (including sales, excise or personal property taxes) payable in connection with the purchase and sale of the Collateral; (vi) the commingling of the Collections with other funds of the Borrower; (vii) any legal action, judgment or garnishment affecting, or with respect to, distributions on any Pledged Policy or the Transaction Documents; and (viii) any failure to comply with any Applicable Law with respect to all Shares acquired by such Purchaser on any Pledged Policy or after any other part of the Closing under this Agreement or otherwise (Collateral. 96324738v.8 If and to the “Indemnifiable Losses”). The amount of extent that the foregoing undertaking may be unenforceable for any payment to any such Indemnified Person shall be sufficient reason, the Borrower hereby agrees to make such Indemnified Person whole for any diminution in value the maximum contribution to the payment of the equity securities held by it resulting from such breach. Any indemnity referred to amounts indemnified against in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 11.1 that is permissible under which the Indemnified Person is to be indemnifiedApplicable Law. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies Buyer shall jointly and severally will indemnify and hold harmless each Purchaser Sellers Indemnitees from and its Affiliates, directors, officers, employees, agents and assigns against the entirety of any Adverse Consequences arising from or relating to or in connection with: (each an “Indemnified Person”i) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of any representations made by the warranties or covenants given by any Group Company Buyer in this Agreement (so long as the applicable survival period set forth in Section 4 and 8.1 has not expired has not expired at the time the Sellers have been given notice of a claim under Section 8 8.3(b)), or the Buyer Closing Certificate; (ii) any breach of any covenant or obligation of the Buyer in this Agreement (so long as the applicable survival period set forth in Section 8.1 has not expired has not expired at the time the Sellers have been given notice of a claim under Section 8.3(b)); (iii) any matters involving fraud or willful misconduct; (iv) acts or omissions by Buyer pursuant to Section 6.5; or (v) any Assumed Liabilities; provided, however, that, except with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise obligations of Buyer to indemnify Sellers Indemnities pursuant to Section 8.3(a)(iv) through (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of v) and the representations and warranties of the Buyer contained in Article IV (as to which neither of the limitations set forth in Section 4 under the following clauses (A) or (B) shall apply) Buyer shall have no Liability to indemnify Sellers Indemnitees until Sellers Indemnitees (A) have suffered Adverse Consequences by reason of all such breaches in excess of Seventy-Five Thousand Dollars ($75,000) in aggregate (after which the Indemnified Person is point Buyer will be obligated only to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) indemnify Sellers Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences Sellers Indemitees have suffered by reason of all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement breaches exceeds an aggregate amount equal to Two Million Dollars (“Restructuring Losses”); provided that the Company shall not be obligated $2,000,000) (after which point Buyer will have no obligation to indemnify Sellers Indemnitees from and against further such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing DateAdverse Consequences). (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies Merck shall jointly and severally defend, indemnify and hold harmless each Purchaser the Merial Venture Companies and (only to the extent RP or any of its Subsidiaries suffer Damages separate and distinct from Damages suffered by the Merial Venture) RP and its Affiliates, directors, officers, employees, agents Subsidiaries from and assigns against any and all Damages (each an “Indemnified Person”whether or not incurred in connection with a Third Party Claim) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, based upon or resulting from (i) any inaccuracy as of the date hereof or the Closing Date of any representation, or breach of any warranty, of Merck or any of its Subsidiaries contained in Article X of this Agreement or in any of the schedules referred to therein, other than representations or warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired Taxes, or (ii) any failure by such Purchaser on Merck or after the Closing under this Agreement Merck Member to comply with any of its covenants or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to agreements in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedAgreement. (b) The Company RP shall indemnifydefend, defend indemnify and hold harmless each Purchaser the Merial Venture Companies and (other than Kingsoftonly to the extent Merck or any of its Subsidiaries suffer Damages separate and distinct from Damages suffered by the Merial Venture) Merck and its Subsidiaries from and against any and all damagesDamages (whether or not incurred in connection with a Third Party Claim) arising out of, expenses, losses, costs, claims, proceedings and Liabilities actually suffered based upon or incurred by any Group Companies or such Purchaser resulting from (i) any inaccuracy as of the date hereof or arising out the Closing Date of any dispute representation, or claim arising out breach of any actual warranty, of RP or alleged issuanceany of its Subsidiaries contained in Article VIII or IX, repurchaseas applicable, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary any of the Closing Dateschedules referred to therein, other than representations or warranties with respect to Taxes, or (ii) any failure by RP or the RP Member or, in the case of any covenants or obligations relating to the period up to the Closing, by RM, to comply with any of its covenants or agreements in this Agreement. (c) Notwithstanding anything to Merial shall (and shall cause the contrary hereinother Merial Venture Companies to) defend, the maximum aggregate liabilities of the Group Companies towards indemnify and hold harmless both Principals and their respective Subsidiaries from and against any and all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or Damages arising out of, fraud, willful misrepresentation, willful misconduct based upon or gross negligence resulting from any failure by any Merial Venture Company to comply with any of any Group Companyits covenants or agreements in this Agreement. (d) Notwithstanding anything The representations and warranties in this Agreement shall survive in accordance with Sections 8.23, 9.11 and 10.24. The right to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims indemnity under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company 14.1 shall be liable survive such expiration for the entire amount longest period permitted by applicable law if the Indemnified Party shall have notified the Indemnifying Party in writing of the Indemnifiable Losses claim for which indemnity is sought before the expiration of such Indemnified Person, subject to Section 9.1(c) abovethe applicable representation or warranty.

General Indemnity. (a) a. The Group Companies shall Sellers, jointly and severally severally, agree to indemnify and hold harmless each Purchaser the Buyer from and its Affiliatesagainst any and all liabilities, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expensesclaims, deficiencies, assessments, losses, costssuits, claimsproceedings, proceedings actions, investigations, penalties, interest, costs and expenses, including without limitation, reasonable fees and expenses of counsel, amounts paid in settlement and reasonable costs of investigation (whether suit is instituted or not and, if instituted, whether at the trial or appellate level) (collectively, the "Liabilities"), whether in law or equity, arising from or in connection with (A) the failure of any representation of the Company, the Principal Shareholders or the Sellers contained in this Agreement or in any document delivered in connection herewith to be true and correct, (B) any breach or violation of any of the warranties, covenants or agreements of the Company or the Sellers contained in this Agreement or in any document delivered in connection herewith, or (C) any acts of the Company or Sellers taken or omitted prior to Closing; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, (i) the first $250,000 (the "Basket") in aggregate amount for all Liabilities actually suffered under this Section 4.1(a) for which Sellers would be liable will be borne by Buyer, and (ii) any and all Liabilities of the Sellers under this Section 4.1(a) shall be satisfied solely from the 750,000 shares (the "Escrowed Shares") of the Guardian Shares (the "Cap") which shall be placed in escrow pursuant to the terms of the Escrow and Pledge Agreement attached hereto as Exhibit B, PROVIDED, FURTHER HOWEVER, that neither the Cap nor the Basket shall apply to (i) any Liabilities arising from or incurred by relating to Taxes (as such term is defined in Section 2.13 hereof), and (ii) the extent that any such Indemnified Person resulting fromLiability is found, in a final unappealable judgment by a court of competent jurisdiction to have arisen from or arising out ofrelated to one or more of Sellers' willful bad faith, willful misconduct or gross negligence with an intent to defraud. A materiality qualification in any breach representation or warranty will not be taken into account in determining whether the Basket has been met. The indemnification covenant contained in this Section 4.1(a) shall survive the consummation of the warranties transactions contemplated hereby for a period of one year from the Closing Date, provided, however, in the case of Liabilities arising from or covenants given by any Group Company in connection with the representations contained in Section 4 2.13 (Taxes; Tax Election), such indemnification covenant shall survive for the applicable statute of limitations, and any tolling or extensions thereof. b. Subject to the limitations set forth in Section 8 4.1(a), with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (measurement of "Liabilities," the “Indemnifiable Losses”). The amount of any payment Buyer shall have the right to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person put in the same financial position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities Sellers been true and correct and had each of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) covenants of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group CompanySellers been performed in full. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally Without limiting any other rights which the Buyer may have hereunder or under applicable law, each of the Sellers agrees to indemnify and hold harmless each Purchaser the Buyer and its Affiliatessuccessors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents of any of the foregoing (each, a "SELLER INDEMNIFIED PARTY"), forthwith on demand, from and assigns (each an “Indemnified Person”) from against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities actually suffered related costs and expenses, including attorneys' fees and disbursements (all of the foregoing being collectively referred to as "SELLER INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or relating to the Transaction Documents and/or the Receivables and Related Rights sold by such Seller hereunder, EXCLUDING, HOWEVER, (a) Seller Indemnified Person resulting fromAmounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party or (b) recourse (except as otherwise specifically provided in this Agreement) for Seller Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the foregoing, each of the Sellers shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to: (i) the creation of any Lien on, or arising out oftransfer by such Seller of any interest in, the Collateral other than the sale of Receivables and Related Rights pursuant hereto; (ii) any representation or warranty made by such Seller (or any of its officers) under or in connection with any Transaction Document, any breach Purchase Report or any other information or report delivered by or on behalf of such Seller pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the warranties case may be; (iii) the failure by such Seller to comply with any applicable law, rule or covenants given by any Group Company in Section 4 and Section 8 regulation with respect to all Shares acquired any Receivable originated by it or the related Contract and/or Invoice, or the nonconformity of any such Receivable or the related Contract and/or Invoice with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Buyer, a valid and perfected ownership interest in the Receivables originated by such Purchaser Seller and the Related Rights, free and clear of any other Lien created by such Seller, now or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable sold by such Seller hereunder together with the Related Rights; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable sold by such Seller hereunder (including, without limitation, a defense based on such Receivables or after the Closing under related Contract and/or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services related to such Receivable or the furnishing or failure to furnish such services; (vii) any Rebill or other matter described in SECTION 1.3; (viii) any failure of such Seller, as seller, Servicer, sub-servicer or otherwise, to perform its duties or obligations in accordance with the provisions of the Transaction Documents to which it is a party; or (ix) any claim of breach by such Seller of any related Contract and/or Invoice with respect to any Receivable; (x) any failure of such Seller to be Year 2000 Compliant; (xi) the commingling of Collections of Receivables at any time with other funds; (xii) any investigation, litigation or proceeding related to or arising from this Agreement or otherwise (any other Transaction Document, the “Indemnifiable Losses”). The amount transactions contemplated hereby or thereby, the use of the proceeds of any payment purchase, or any other investigation, litigation or proceeding relating to such Seller in which any such Seller Indemnified Person shall be sufficient to make such Indemnified Person whole for Party becomes involved as a result of any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified.transactions contemplated hereby or thereby; (bxiii) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and any inability to litigate any claim against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out Obligor in respect of any dispute Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or claim arising out otherwise from any legal action, suit or proceeding; (xiv) the occurrence of any actual or alleged issuance, repurchase, transfer or restructuring Event of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons Bankruptcy with respect to such Seller; or (xv) any loss incurred by the Buyer or any of its Lenders as a Purchaser under this Section 9 shall be limited to one-hundred (100%) result of the Purchase Price actually paid sale by such Purchaser pursuant Seller of Receivables owing from any single Obligor and its Affiliated Obligors which causes the aggregate Unpaid Balance of all such Receivables acquired by the Buyer from all Sellers to this Agreement; provided that such limitation shall not apply exceed the applicable Obligor Concentration Limit. In addition to the Parent's obligations under the foregoing indemnity with respect to itself as a Seller and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary hereinReceivables originated by it, the Group Companies shall not Parent hereby agrees to be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in jointly and severally liable with each other currencies), in which event the Group Company shall be liable Seller for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) other Seller's indemnity obligations set forth above.

General Indemnity. From and after the Closing: (ai) The Group Companies shall the Company Parties hereby jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect agree to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each the Purchaser Representative, the Purchasers and their respective Affiliates and its and their directors, managers, trustees, officers, agents and employees (other than Kingsoftthe “Purchaser Indemnified Parties”) from from, against and against in respect of all damages, expenses, losses, costs, claims, proceedings and Liabilities actually Losses suffered or incurred by the Purchaser Indemnified Parties to the extent arising out of or resulting from (A) any Group Companies breach of any of the representations or warranties of the Company Parties in this Agreement or any of the other Transaction Documents, (B) any breach of any of the covenants or agreements of the Company Parties in this Agreement or the other Transaction Documents, (C) any Third Party Claims in connection with the Exploitation by or on behalf of the Company Parties or any of their respective Affiliates or the Counterparties of any Licensed Product and (D) any Excluded Liabilities and Obligations; and (ii) each of the Purchaser Representative and the Purchasers hereby agree (severally and not jointly) to indemnify, defend and hold harmless the Company Parties and their Affiliates and their respective directors, officers, agents and employees (the “Company Parties’ Indemnified Parties”) from, against and in respect of all Losses suffered or incurred by the Company Party Indemnified Parties to the extent arising out of or resulting from (A) any breach of any of the representations or warranties of the Purchaser Representative or such Purchaser resulting in this Agreement or the other Transaction Documents and (B) any breach of any of the covenants or agreements of the Purchaser Representative or such Purchaser in this Agreement or the other Transaction Documents. Notwithstanding the foregoing, (1) the Company Parties will have no obligation to indemnify any Purchaser Indemnified Party to the extent that any Losses result from or arising arise out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify matters for which such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be Party is obligated to indemnify any Company Parties’ Indemnified Person in respect Party under ‎Section 10.4(b)(ii) and (2) the Purchaser Representative and the Purchasers will have no obligation to indemnify any Company Parties’ Indemnified Party to the extent that any Losses result from or arise out of its claims any matters for which the Company Parties are obligated to indemnify any Purchaser Indemnified Party under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies‎Section 10.4(b)(i), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 8.03, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and hold harmless each Purchaser Lender and its Affiliatesany holder(s) of the Note, and the officers, directors, officers, employees, agents and assigns Affiliates of Lender and such holder(s) (each an collectively, the “Indemnified PersonIndemnitees”) harmless from and against any and all damages, expensesother liabilities, losses, costs, claimsexpenses and disbursements of any kind or nature whatsoever (including, proceedings without limitation, the reasonable fees and Liabilities actually suffered disbursements of outside counsel for such Indemnitees), that may be imposed on or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect Indemnitees relating to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of this Agreement, any dispute other Transaction Document and/or any other agreement, document or claim arising out of any actual instrument heretofore, now or alleged issuancehereafter executed and delivered by Borrower in connection herewith or therewith (collectively, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (the “Restructuring LossesIndemnified Liabilities”); provided that the Company Borrower shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to Indemnified Liabilities (a) arising from the gross negligence or willful misconduct of that Indemnitee as determined by a Purchaser court of competent jurisdiction or (b) that result from a claim brought by Borrower or Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Transaction Document, if Borrower or Guarantor has obtained a judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9 8.05 shall be limited to one-hundred (100%) survive satisfaction and payment of Borrower’s Obligations and the termination of this Agreement. To the extent permitted by applicable law, none of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation parties hereto shall not apply assert, and the Group Companies shall be liable for the entire amount each of the Indemnifiable Losses if such losses resulting fromparties hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, fraudin connection with, willful misrepresentationor as a result of, willful misconduct this Agreement or gross negligence of any Group Company. (d) Notwithstanding anything to agreement or instrument contemplated hereby, any Advance or the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount use of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) aboveproceeds thereof.

General Indemnity. (a) The Group Companies shall jointly Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller hereby agrees to indemnify each of Wachovia, both individually and severally indemnify as the Administrative Agent, the Purchaser, the Liquidity Banks, the Liquidity Agent, each of their respective Affiliates, and hold harmless each Purchaser all successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, agents and assigns employees of any of the foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Person”) "INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities actually suffered related costs and expenses, including attorneys' fees and disbursements (all 44 of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Person resulting from, Party or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifyrecourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to indemnify any agent (which is not otherwise an Indemnified Party) of any of Wachovia, defend the Administrative Agent, the Purchaser, the Liquidity Banks, and hold harmless each Purchaser (other than Kingsoft) the Liquidity Agent forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered Indemnified Amounts awarded against or incurred by any Group Companies or such Purchaser resulting from or of them arising out of or caused by the gross negligence or willful misconduct of the Seller (unless otherwise expressly agreed to in writing by the Seller). Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by any dispute Seller Party of any interest in any Receivable other than the transfer of Receivables and related property by the Originators to the Seller pursuant to the Sale Agreement, the transfer of an Asset Interest to the Purchaser pursuant to this Agreement and the grant of a security interest to the Purchaser pursuant to SECTION 9.1; (ii) any representation or warranty made in writing by any Seller Party (or any of its officers) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of any Seller Party pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be; PROVIDED, HOWEVER, that in the case of any representation, warranty or information that was not made or delivered in writing, indemnification shall be available to an Indemnified Party hereunder only if such representation, warranty or information was reasonably relied upon by such Indemnified Party; (iii) the failure by any Seller Party to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Purchaser an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than a Lien arising solely as a result of an act of the Purchaser or the Administrative Agent, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivables or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any matter described in CLAUSE (i) or (ii) of SECTION 3.2(a); (viii) any failure of any Seller Party, as the Master Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of ARTICLE III or ARTICLE VIII; (ix) any product liability claim arising out of or in connection with merchandise or services that are the subject of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date.Pool Receivable; (cx) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities any claim of the Group Companies towards all the Indemnified Persons breach by any Seller Party of any related Contract with respect to a Purchaser under this Section 9 shall be limited to oneany Pool Receivable; or (xi) any tax or governmental fee or charge (but not including franchise taxes or taxes upon or measured by net income), all interest and penalties thereon or with respect thereto, and all out-hundred (100%) of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount purchase or ownership of the Indemnifiable Losses if such losses resulting fromany Asset Interest, or arising out of, fraud, willful misrepresentation, willful misconduct any other interest in the Pool Receivables or gross negligence of in any Group Companygoods which secure any such Pool Receivables. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Subject to the limitations, conditions and other provisions set forth in this Article VI, after the Effective Time, if Parent or the Company Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliatesor their respective stockholders, directorsmembers, partners, officers, employeesmanagers, agents and assigns directors or employees after the Effective Time (each an a “Indemnified PersonParent Indemnitee”) from all damagessuffers any Losses, expenseswhether or not involving a third party claim, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out ofof any inaccuracy in or breach of any representation or warranty of the Company contained in Article III (as qualified by the Schedules and without giving effect to any limitation or qualification on any representation or warranty indicated by the words Material Adverse Effect, materially or material (which shall be disregarded both for purposes of determining the amount of any Losses under this Article VI and the existence of any inaccuracy in or breach of any representation or warranty); provided that such materiality read-out shall not apply to the representations and warranties contained in Section 3.5 (Financial Statements), the first sentence of Section 3.7 (Absence of Certain Changes), the first sentence of Section 3.11(a) (Employee Benefit Plans), Section 3.17 (Customers and Suppliers) or the defined term "Material Contracts"), then subject to the Minimum Claim Amount and Deductible (except for Fundamental Representations and Tax Representations, which are not subject to the Minimum Claim Amount and Deductible) and Section 6.2(d), Parent Indemnitees shall be entitled to recover such Losses from the Indemnity Escrow Amount until the Indemnity Escrow Amount has been exhausted. (b) From and after the Effective Time, Parent shall indemnify the Equityholders for any Losses arising out of any breach of any representation or warranty of Parent contained in Article IV or any non-fulfillment or breach of any covenant in this Agreement requiring performance after the warranties Effective Time by Parent or covenants given by any Group Company the Company. (c) Notwithstanding anything to the contrary in Section 4 and Section 8 this Agreement, except with respect to Losses in respect of any third party claim relating to any inaccuracy in or breach of the Fundamental Representations or to Losses relating to any inaccuracy in or breach of the Tax Representations (subject to Section 5.8(b)), Parent Indemnitees shall not be entitled to recover on any claim for indemnifiable Losses pursuant to Section 6.2(a) unless the Losses relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) exceed $50,000 ("Minimum Claim Amount"); and if a claim for indemnifiable Losses pursuant to Section 6.2(a) exceeds the Minimum Claim Amount, Parent Indemnitees shall not be entitled to recover such Losses unless and until Parent Indemnitees have suffered indemnifiable Losses pursuant to Section 6.2(a) in aggregate in excess of $850,000 ("Deductible"), in which case Parent Indemnitees shall be entitled to recover from the Indemnity Escrow Amount all Shares acquired Losses relating to such claim in excess of the Deductible up to but in no event in excess of the Cap, in the aggregate. (d) Notwithstanding anything to the contrary in this Agreement, in the event Parent Indemnitees incur Losses resulting from any inaccuracy in or breach of any Fundamental Representation or any Tax Representation, Parent Indemnitees shall be entitled to recover such Losses from the Indemnity Escrow Amount until the Indemnity Escrow Amount has been exhausted; provided, that in the event such Losses in respect of any inaccuracy in or breach of Fundamental Representations exceeds the coverage under the R&W Policy (i.e., after exhausting the Indemnity Escrow Amount and the coverage then available under the R&W Policy), then Parent Indemnitees shall be entitled to recover such excess Losses directly from the Equityholders on a several (and not joint and several) basis; provided further, that in no event shall any Equityholder's liability in respect of such Losses exceed 95% of the net proceeds received by such Purchaser on or after Equityholder. (e) Notwithstanding anything to the Closing under contrary in this Agreement and solely if the matter set forth on Schedule 6.2(a) has not been resolved or otherwise (settled prior to Closing by the “Indemnifiable Losses”Company, the Special Indemnity Escrow shall be set aside to provide funds for the defense, settlement and payment of amounts with respect to the matter set forth on Schedule 6.2(a). The Parent shall, in good faith and in reasonable consultation with ▇▇▇▇ ▇▇▇▇▇▇▇▇, control the defense and settlement of such matter on behalf of Parent, the Company Group and their respective Affiliates. For the avoidance of doubt, Parent shall not be required to obtain the approval of ▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to Parent's handling of the defense or settlement of such matter. Upon any such settlement or final resolution of such matter, Representative and Parent shall direct the Escrow Agent to pay from the Special Indemnity Escrow Amount the amounts payable for the defense, settlement or payment of awards relating to such matter and any remaining amount shall be paid to the Paying Agent for further payment to the Equityholders pursuant to Section 2.5. (f) Losses in respect of which Parent would otherwise be entitled to indemnification shall be offset by: (i) any amounts or benefits actually received by Parent (whether in the form of cash, credit or some other beneficial arrangement) from any third party in respect of such Loss less the reasonable costs incurred in obtaining such amounts or benefits; (ii) the aggregate amount of any payment insurance proceeds actually received by Parent (whether in the form of cash or credit) in respect of such Loss less the reasonable costs incurred in obtaining such proceeds, provided that insurance proceeds actually received by Parent under the R&W Policy shall not offset the portion of Losses which are not covered by the R&W Policy because they are less than the retention amount of the R&W Policy; and (iii) the aggregate amount of any Tax benefit actually realized by Parent or the Company Group through a reduction in Taxes paid in respect of such Loss in the year of Loss or the two subsequent years (in which case the amount of such offset under this clause (iii) shall be repaid to Representative on behalf of Equityholders to the extent indemnification has already been paid to Parent on behalf of the Equityholders under Article VI). In furtherance of the foregoing, in respect of any Losses covered by insurance or for which an indemnity, contribution or other similar right against a third party is available, Parent and the Company Group shall use commercially reasonable efforts to seek recovery under such insurance or indemnity, contribution or similar right (and, in the case of the R&W Policy, consistent with this Article VI). (g) Parent shall not be entitled to recover under Section 6.2(a) for any Losses: (i) consisting of or relating to Taxes with respect to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value Post-Closing Tax Period, as a result of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which 3.13 (other than the Indemnified Person is representations and warranties set forth in Section 3.13(h)), including, consisting of or relating to be indemnifiedTaxes incurred as a result of actions outside the Ordinary Course of Business taken after the Closing; or (ii) consisting of or relating to Taxes that are due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes from a taxable period (or portion thereof) ending on or prior to the Closing Date). (bh) The In no event shall any Party (or any successor or assign thereof) be entitled to any punitive or exemplary damages (except to the extent paid to a third party). (i) For purposes of clarity, and notwithstanding anything in this Agreement to the contrary, neither Parent nor the Company Group shall indemnifybe deemed to have suffered any Loss arising from any liability to the extent such liability was included in the determination of Final Working Capital, defend Final Indebtedness or Final Transaction Expenses, as it is the intent of the Parties that the procedures set forth in Section 2.5 shall provide the sole and hold harmless each Purchaser exclusive remedy for claims relating thereto. (j) Parent shall provide Representative with written and reasonably detailed notice of any event, state of facts, circumstances or developments of which Parent has knowledge that is reasonably likely to result in any claim for indemnification under Section 6.2(a) promptly after Parent has knowledge of such potential claim. Representative shall provide Parent with written and reasonably detailed notice of any event, state of facts, circumstances or developments of which Representative has knowledge that are reasonably likely to result in any claim for indemnification under Section 6.2(b) promptly after Representative has knowledge of such potential claim. To the extent consistent with the common law doctrine of mitigation, Parent and the Company Group shall take, and shall cause their respective Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event, state of facts, circumstances or developments giving rise thereto and, to the extent curable without materially adversely affecting any relationship of Parent or the Company Group with any senior employee, material customer, supplier or other Person having a material business relationship with any of them as determined in good faith by Parent and Representative, Parent shall provide Representative and its Agents a reasonable opportunity to cure any breach. Parent shall control the defense of any third party claim unless such third party claim is in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.13 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Section 5.8) in which case control thereof shall be governed exclusively by Section 5.8 hereof. In no event shall Parent or the Company Group enter into (or permit any Person to enter into) any settlement in respect of any third party claim that could result in any claim against the Indemnity Escrow Amount or against the Equityholders under Section 6.2(d) without the prior written consent of Representative (such consent shall not be unreasonably withheld, conditioned or delayed). (k) Any amount finally determined to be due and owing under Section 6.2(a) shall be satisfied, subject to the Minimum Claim Amount and Deductible (other than Kingsoft) from and against all damagesin respect of breaches of the Fundamental Representations or Tax Representations, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company which shall not be obligated subject to indemnify such Purchaser the Minimum Claim Amount or Deductible), solely from (A) first, the then-remaining balance of the Indemnity Escrow Amount, (B) second, the R&W Policy to the extent covered thereby, subject, in each case, to the other limitations set forth in this Article VI and (C) third, solely with respect to Fundamental Representations, as provided in Section 6.2(d). (l) Any amount finally determined to be due and owing under Section 6.2(b) shall be satisfied directly by Parent or the Company Group. (m) From and after the Closing, the sole and exclusive remedies for any and all claims arising under, out of, related to or in connection with this Agreement and the transactions contemplated hereby shall be the remedies provided in Section 2.5, Section 5.8, this Section 9.1(b6.2, the last sentence of Section 8.4, Section 8.6, Section 8.10(d) if and good faith claims for Fraud, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise against any Contracting Party or any other Person, it being agreed that all such Purchaser makes other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by law; provided that, for the avoidance of doubt, this Section 6.2(m) shall not affect the rights of any party under any Letter of Transmittal, OCA, restrictive covenant agreement, employment agreement, the Escrow Agreement or the Advisory Services Agreement Termination Agreement entered into in connection with this Agreement, which shall be governed by the terms thereof and available remedies therein. For the avoidance of doubt, no Party shall be entitled to a rescission of this Agreement (or any agreements contemplated hereby). The provisions of this Section 6.2(m) and the limited remedies provided in Section 2.5, Section 5.8, this Section 6.2, the last sentence of Section 8.4, Section 8.6 and Section 8.10(d) were specifically bargained for by the Parties and were taken into account by them in arriving at the Enterprise Value and the terms and conditions of this Agreement. For purposes of clarity, with respect to any claim for Fraud (i) except in respect of the Sections 6.2(f) through (j), the provisions of this Article VI shall not be applicable and (ii) consistent with Section 6.2(f), Parent shall use commercially reasonable efforts to seek recovery for any Losses against the R&W Policy or any other insurance of the Parent or the Company under this Section 9.1(bGroup to the fullest extent covered thereby. (n) after On the second first anniversary of the Closing Date. (c) Notwithstanding anything , Parent and Representative shall jointly instruct the Escrow Agent to disburse to the contrary herein, Paying Agent (for further payment to the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser Equityholders pursuant to this AgreementSection 2.5(f)) an aggregate amount equal to: (i) $850,000; provided that such limitation shall not apply and minus (ii) the Group Companies shall be liable for the entire amount sum of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (dA) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 indemnifiable Losses paid from the Indemnity Escrow Amount prior to such first anniversary (or its equivalent in other currencies)if any) plus, (B) if applicable, the estimated amount of any then-unresolved good faith claims, in which event each case, made solely in respect of any breach of any Fundamental Representations or any Tax Representation under Section 6.2(d) prior to such date. On the Group Company date that is eighteen months after the Closing Date, Parent and Representative shall be liable jointly instruct the Escrow Agent to disburse to the Paying Agent (for further payment to the entire Equityholders pursuant to Section 2.5(f)) an aggregate amount equal to the: (1) the then-remaining balance of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.Indemnity Escrow Amount; minus

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and the Administrative Agent (a) The Group Companies shall jointly on their own behalf and severally indemnify on behalf of each of the Lenders’ and hold harmless the Administrative Agent’s Affiliates and each Purchaser of such entities’ respective successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities related and reasonable costs and expenses actually suffered incurred, including reasonable attorneys’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Loan Agreement by such Indemnified Person resulting fromPerson, any commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), or arising out ofthe use of proceeds therefrom by the Borrower, any breach including (without limitation) in respect of the warranties funding of any Advance or covenants given in respect of any Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud or willful misconduct on the part of any Group Company Indemnified Party as determined by a court of competent jurisdiction in a final non-appealable judgment (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser 6.1(a)) on or after the Closing under this Agreement or otherwise any Indemnified Party; including (the “Indemnifiable Losses”without limitation). The amount of any payment to any such , however, Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser Amounts resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.relating to:

General Indemnity. (a) The Group Companies shall jointly Without limiting any other rights which any such ----------------- Person may have hereunder or under applicable law, Seller hereby agrees to indemnify each of the Administrator, Purchaser, the Liquidity Banks, the Credit Bank, the Relationship Bank, the Liquidity Agent, each of their respective Affiliates, and severally indemnify all successors, transferees, participants and hold harmless each Purchaser assigns and its Affiliatesall officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing (each an “"Indemnified Person”) Party"), forthwith on demand, from ----------------- and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities actually suffered related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded ------------------- against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Receivable or Account or any Contract, excluding, however, (a) Indemnified --------- ------- Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Person resulting fromParty, (b) recourse (except as otherwise specifically provided in this Agreement) for any Receivable that is not paid as a result of credit related issues and (c) any tax based upon or measured by net income. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out ofof or relating to: (i) the transfer by Seller of any interest in any Receivable other than the transfer of an Asset Interest to Purchaser pursuant to this Agreement and the grant of a security interest to Purchaser pursuant to Section 9.01; ------------ (ii) any representation or warranty made by Seller or Servicer (or any of its officers) under or in connection with any Transaction Document, any breach Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made; (iii) the warranties failure by Seller or covenants given by Servicer to comply with any Group Company in Section 4 and Section 8 applicable law, rule or regulation with respect to all Shares acquired by such Purchaser on any Pool Receivable or after the Closing under this Agreement related Account or otherwise (Contract, or the “Indemnifiable Losses”). The amount nonconformity of any payment Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Purchaser an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than a Lien arising solely as a result of an act of Purchaser, the Administrator or the Relationship Bank, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter, unless such failure is the result of the failure of Purchaser to execute any necessary financing statements; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is Receivables in, or purporting to be indemnified.in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (bvi) The Company shall indemnifyany dispute, defend and hold harmless each Purchaser claim, offset or defense (other than Kingsoftdischarge in bankruptcy of the Obligor) from of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable's or the related Contract's not being a legal, valid and binding obligation of such Obligor enforceable against all damagesit in accordance with its terms), expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser other claim resulting from the sale of the merchandise or arising out services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of Seller or Servicer to perform its duties or obligations in accordance with the provisions of Article VIII; ------------ (viii) any dispute or products liability claim arising out of or in connection with merchandise or services that are the subject of any actual Pool Receivable; or (ix) any tax or alleged issuancegovernmental fee or charge (but not including taxes upon or measured by net income), repurchaseall interest and penalties thereon or with respect thereto, transfer and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or restructuring ownership of equity any Asset Interest, or any other interest in KSC Partner Holdings Limited the Pool Receivables or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify in any goods which secure any such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing DatePool Receivables. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall Each Obligor and Individual Limited Guarantor hereby agrees, jointly and severally severally, to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “from any Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered Claim that may be instituted or asserted against or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties Indemnitees. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or covenants given asserted against or incurred by any Group Company in Section 4 and Section 8 of the Indemnitees under any Environmental Laws or with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount any Environmental Liability of any payment to Obligor or Individual Limited Guarantor. Additionally, if any such Indemnified Person Taxes (excluding Taxes imposed upon or measured solely by the net income of Administrative Agent or Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be sufficient to make such Indemnified Person whole for payable by Administrative Agent, any diminution in value Lender, any Obligor or Individual Limited Guarantor on account of the equity securities held by it resulting from such breach. Any indemnity referred to in execution or delivery of this Section 9.1 shall be such as to place Agreement, or the Indemnified Person in the same position as it would have been in had there not been execution, delivery, issuance or recording of any breach of the representations other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Obligors and warranties set forth in Section 4 under which Individual Limited Guarantor shall pay (or shall promptly reimburse Administrative Agent or such Lender for the Indemnified Person is to be indemnified. (bpayment of) The Company shall indemnifyall such Taxes, defend including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any Group Companies Indemnitee as a result of its own gross negligence or such Purchaser resulting from or arising out willful misconduct as determined by a final non-appealable order of any dispute or claim arising out a court of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) competent jurisdiction. Notwithstanding anything to the contrary hereinin any of the Loan Documents, the maximum aggregate liabilities obligations of the Group Companies towards all the Indemnified Persons each Obligor and each Individual Limited Guarantor with respect to a Purchaser under each indemnity given by it in this Section 9 shall be limited to one-hundred (100%) Agreement or any of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation other Loan Documents in favor of Administrative Agent and each Lender shall not apply and survive the Group Companies shall be liable for the entire amount payment in full of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount Obligations and termination of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) aboveLoan Documents.

General Indemnity. (a) The Group Companies shall Each Party (with the Sellers and the Investors each being treated, jointly and severally indemnify severally, as a single Party hereto) (the “Indemnifying Party”) shall (to the fullest extent permitted by applicable laws) indemnify, defend and hold harmless each Purchaser the other Party and its Affiliates, directors, its or its Affiliates’ officers, employeesdirectors, agents and assigns employees (each an “Indemnified PersonParty”) from and against any and all losses, damages, expenses, losses, costsliabilities, claims, proceedings proceedings, Taxes, costs and Liabilities expenses actually suffered or incurred by any such Indemnified Person resulting fromParty (including the fees, disbursements and other charges of counsel reasonably incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or arising out ofbetween the Indemnified Party and any third party, in connection with any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise as set forth below) (the collectively, “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out material breach by the Indemnifying Party of any actual warranty or alleged issuanceany other covenant or agreement in this Agreement, repurchase, transfer except any Loss resulted from the gross negligence or restructuring willful misconduct of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that any Indemnified Party. The aggregate liability of the Company shall not be obligated to indemnify such Purchaser Indemnifying Party under this Section 9.1(b10.1 shall not exceed an amount equal to the portion of the Consideration that is actually paid to the Sellers. (b) if such Purchaser makes In the event that any Indemnified Party wishes to make a claim against for indemnification pursuant to this Section 10.1, it shall give written notice of such claim to the Company Indemnifying Party, accompanied by appropriate documents and invoices containing reasonable detail of the claim and evidence of the Losses, provided that, in any case: (i) no claim for indemnification may be made for any breach of, or inaccuracy in, any of the Sellers Warranties or the Investors Warranties, as applicable, after the expiration of the applicable survival period set out in Section 6.4; and (ii) no claim for indemnification may be made for any breach of any covenant or agreement under this Section 9.1(bAgreement (other than the Sellers Warranties and the Investors Warranties) after the second first anniversary of the Closing DateSecond Completion or the First Completion (if the Second Completion does not occur). (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify Buyer agrees to indemnify, defend and hold the Seller Indemnitees harmless each Purchaser from and its Affiliatesagainst and in respect of Adverse Consequences actually suffered, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered incurred or incurred realized by any such Indemnified Person resulting from, or party arising out ofof or resulting from or relating to: (i) breaches by the Buyer of any of its representations, warranties and covenants contained herein for which there is an applicable survival period pursuant to Section 8.1 and the Seller Indemnitee makes a written claim for indemnification against the Buyer pursuant to Section 11.6 within such survival period; (ii) (A) Taxes of the Acquired Companies for any Post-Closing Tax Periods, any breach portion of a Straddle Period commencing after the Closing Date and one-half of the warranties or covenants given by any Group Company Taxes described in Section 4 9.7 hereof, (B) all liability for Taxes resulting from any transaction involving the Company that occurs on the Closing Date but after the Closing that is not pursuant to this Agreement, and Section 8 with respect (C) any liability for Taxes attributable to all Shares acquired a breach by such Purchaser the Buyer of its obligations under this Agreement; (iii) the Shares, the Acquired Companies, the Subject Assets or the ownership of the Acquired Companies or operation of the Businesses, whether arising before, on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole Date but excluding those liabilities for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated Seller has agreed to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser Buyer Indemnitees pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting fromSection 8.2 hereof. THE BUYER UNDERSTANDS, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group CompanyACKNOWLEDGES AND AGREES THAT THIS INDEMNIFICATION MAY INCLUDE AN INDEMNIFICATION OF THE SELLER INDEMNITIES FOR AND AGAINST EACH OF THEIR OWN NEGLIGENCE. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies Sellers shall jointly and severally will indemnify and hold harmless each Purchaser Buyer Indemnitees from and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by against the entirety of any such Indemnified Person resulting Adverse Consequences arising from, relating to, or arising out of, in connection with: (i) any breach of any representation made by Sellers in this Agreement (so long as the warranties or covenants given by any Group Company applicable survival period set forth in Section 4 8.1 has not expired at the time the Sellers have been given notice of a claim under Section 8.2(b)), or the Sellers’ Closing Certificate; (ii) any breach of any covenant or obligation of Sellers in this Agreement (so long as the applicable survival period set forth in Section 8.1 has not expired at the time the Sellers have been given notice of a claim under Section 8.2(b)); (iii) any matters involving fraud or willful misconduct; or (iv) any Retained Liabilities; or (v) any sums due and Section 8 payable to the beneficiary secured by the Deed of Trust; provided however, that, except with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to Retained Liabilities and the representations and warranties of the Sellers contained in this Section 9.1 shall be such Article III (as to place which neither of the Indemnified Person limitations set forth in the same position following clauses (A) or (B) shall apply) and Section 5.4 (b) and (c) (as it would to which the limitations set forth in the following clause (A) shall not apply) the Sellers shall have been no Liability to indemnify Buyer Indemnitees until (A) Buyer Indemnitees have suffered Adverse Consequences by reason of all such breaches in had there not been any breach excess of Seventy-Five Thousand Dollars ($75,000) in aggregate (after which point Sellers will be obligated only to indemnify Buyer Indemnitees from and against further such Adverse Consequences ) or thereafter (B) to the extent the Adverse Consequences Buyer Indemnitees have suffered by reason of all such breaches exceeds an aggregate ceiling equal to, in the case of the representations and warranties set forth of the Sellers contained in Section 4 under which the Indemnified Person is to be indemnified. 5.4 (b) The Company shall indemnifyand (c) only, defend and hold harmless each Purchaser Four Million Four Hundred Thousand Dollars ($4,400,000) and, in all other than Kingsoftcases, Two Million Dollars ($2,000,000) (after which point Sellers will have no obligation to indemnify Buyer from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or further such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”Adverse Consequences); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a1) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its AffiliatesNo claim may be made by the Company, the Seller or the Guarantor against the Underwriters or any of their respective affiliates (as defined by Rule 501(b) of Regulation D under the Securities Act) or any person who controls any Underwriter within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act or any of their respective directors, officers, employees, employees or agents and assigns (each an “Indemnified Person”"INDEMNIFIED PERSON") from all damagesto recover any damage or expense which the Company, expenses, losses, costs, claims, proceedings and Liabilities actually suffered the Seller or incurred the Guarantor may suffer by any such Indemnified Person resulting from, reason of or arising out ofof the performance of the Underwriters' obligations under this agreement or otherwise in connection with the Global Offer, the despatch of the Offer Documents or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Offer Document, or any amendment or supplement thereto, or in connection with any omission or alleged omission to state therein a material fact necessary to make any statement therein not misleading, except to the extent that the damage or expense is agreed by a relevant settlement or determined by a court of competent jurisdiction to have arisen out of or be based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Offer Document, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use therein. (2) In consideration of the Underwriters agreeing to underwrite the Global Offer on the terms of this agreement, the Company and the Seller (jointly and severally) undertake with each Indemnified Person, to fully and effectively indemnify each Indemnified Person from and against all claims, actions, demands, proceedings, liabilities and judgements (joint or several) ("CLAIMS") made or established against any Indemnified Person (and against all losses, damages, charges or expenses (joint or several) ("LOSSES") which an Indemnified Person may suffer or incur) insofar as such claims or losses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any Offer Document, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary to make any statement therein not misleading; or (ii) any breach or alleged breach by the Seller or the Company of the their obligations hereunder (including without limitation any breach or alleged breach of any representations, warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on undertakings contained or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be agreement or any circumstances which constitute such as to place the a breach), and will in each case reimburse each Indemnified Person for any legal or other expenses (including any VAT properly chargeable on such expenses) reasonably incurred by such Indemnified Person in the same position as it would have been in had there not been connection with investigating or defending any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifysuch action, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute loss or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that as such expenses are incurred PROVIDED THAT neither the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against nor the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies Seller shall be liable for in any such case to the entire amount extent that any such claim or loss is agreed by a relevant settlement or determined by a court of the Indemnifiable Losses if such losses resulting fromcompetent jurisdiction to have arisen out of or be based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Offer Document, or arising out of, fraud, willful misrepresentation, willful misconduct any amendment or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies)supplement thereto, in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.reliance upon and in

General Indemnity. (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall Concessionaire will indemnify, defend and hold the Authority and the Lenders’ Representative harmless each Purchaser (other than Kingsoft) from against any and against all damagesproceedings, expensesactions and third party claims for any loss, lossesdamage, costs, claims, proceedings cost and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or expense of whatever kind and nature arising out of any breach by the Concessionaire of any of its obligations under this Agreement or on account of failure of the Concessionaire to comply with Applicable Laws and Applicable Permits. The Authority will indemnify, defend and hold the Concessionaire harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of failure of the Authority to fulfil any of its obligations under this Agreement, materially and adversely affecting the performance of the Concessionaire’s obligations under the Concession Agreement or this Agreement, other than any loss, damage, cost and expense, arising out of acts done in discharge of their lawful functions by the Authority, its officers, servants and agents. The Lenders’ Representative will indemnify, defend and hold the Concessionaire harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of failure of the Lenders’ Representative to fulfil its obligations under this Agreement, materially and adversely affecting the performance of the Concessionaire’s obligations under the Concession Agreement, other than any loss, damage, cost and expense, arising out of acts done in discharge of their lawful functions by the Lenders’ Representative, its officers, servants and agents. In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of which it is entitled to reimbursement (the “Indemnified Party”), it shall notify the other Party responsible for indemnifying such claim hereunder (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require. Any dispute, difference or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring in connection with this Agreement which is not resolved amicably shall be decided by reference to arbitration to a Board of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary Arbitrators comprising one nominee each of the Closing Date. (c) Notwithstanding anything to Authority, Concessionaire and the contrary herein, Lenders’ Representative. Such arbitration shall be held in accordance with the maximum aggregate liabilities Rules of Arbitration of the Group Companies towards all International Centre for Alternative Dispute Resolution, New Delhi (the Indemnified Persons with respect to a Purchaser under this Section 9 “Rules”) or such other rules as may be mutually agreed by the Parties, and shall be limited subject to one-hundred (100%) provisions of the Purchase Price actually paid by Arbitration and Conciliation Act, 1996. The Arbitrators shall issue a reasoned award and such Purchaser pursuant to this Agreement; provided that such limitation award shall not apply be final and binding on the Parties. The place of arbitration shall be the capital of the State and the Group Companies language of arbitration shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group CompanyEnglish. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and the Administrative Agent (a) The Group Companies shall jointly on their own behalf and severally indemnify on behalf of each of the Lenders’ and hold harmless the Administrative Agent’s Affiliates and each Purchaser of such entities’ respective successors, transferees, participants and its Affiliatesassigns and all officers, directors, officersshareholders, employeescontrolling persons, employees and agents and assigns of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities related and reasonable costs and expenses actually suffered incurred, including reasonable attorneys’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Loan Agreement by such Indemnified Person resulting fromPerson, any commingling of funds related to the transactions contemplated hereby (whether or not permitted hereunder), or arising out ofthe use of proceeds therefrom by the Borrower, any breach including (without limitation) in respect of the warranties funding of any Advance or covenants given in respect of any Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud or willful misconduct on the part of any Group Company Indemnified Party (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section 4 6.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to: (i) any representation or warranty made by or on behalf of the Borrower or the Parent in any Transaction Document to which it is a party, which was incorrect in any respect when made; GWG DLP Funding IV, LLC Amended and Section 8 Restated Loan and Security AgreementPage 59 of 68 (ii) failure by the Borrower or the Parent to comply with any covenant made by it, or perform any obligation to be performed by it, in any Transaction Document to which it is a party; (iii) except as expressly set forth in this Loan Agreement, the failure by the Borrower or the Parent to create and maintain in favor of the Administrative Agent, for the benefit of the Secured Parties a valid perfected first priority security interest in the Collateral, free and clear of any Adverse Claim; (iv) the Borrower’s use of the proceeds of the Advances; (v) the failure by the Borrower to pay when due any Taxes (including sales, excise or personal property taxes) payable in connection with the purchase and sale of the Collateral; (vi) the commingling of the Collections with other funds of the Borrower; (vii) any legal action, judgment or garnishment affecting, or with respect to, distributions on any Pledged Policy or the Transaction Documents; and (viii) any failure to comply with any Applicable Law with respect to all Shares acquired by such Purchaser on any Pledged Policy or after any other part of the Closing under this Agreement or otherwise (Collateral. If and to the “Indemnifiable Losses”). The amount of extent that the foregoing undertaking may be unenforceable for any payment to any such Indemnified Person shall be sufficient reason, the Borrower hereby agrees to make such Indemnified Person whole for any diminution in value the maximum contribution to the payment of the equity securities held by it resulting from such breach. Any indemnity referred to amounts indemnified against in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach 11.1 that is permissible under Applicable Law. GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 60 of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.68

General Indemnity. (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from Intermediary hereby indemnifies ***** against all damages, expenses, losses, costsactions, claims, proceedings and Liabilities actually suffered damages (including consequential damages) or incurred by any such Indemnified Person resulting from, other liability which ***** or arising out of, any breach of the warranties third party may sustain either directly or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or indirectly arising out of any dispute intentional or claim arising out negligent act or omission by the Intermediary, or its employees or agents acting in the course and scope of any actual their employment or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); mandate with the Intermediary: provided that the Company Intermediary shall not be obligated liable for any loss or damage to indemnify the extent that such Purchaser under this Section 9.1(b) if loss or damage is attributable to the negligence of ***** or their employees acting in the course and scope of their employment with *****. The Intermediary shall effect and keep current a professional indemnity policy on such Purchaser makes a claim terms reasonably required by ***** to cover the Intermediary for any claims, action, demands which may be made by ***** or any other person against the Company under this Section 9.1(b) after Intermediary. Any expenses incurred in effecting such policy shall be for the second anniversary Intermediary’s account. The Intermediary shall, exhibit to ***** the professional indemnity policy and proof of payment of premiums thereunder, at the inception of the Closing Datepolicy and at each renewal date thereafter. Without limiting any of its rights, ***** shall be entitled, in order to preserve its good name and reputation : 18.3.1 to discharge any obligation, as determined in the discretion of *****, to insured’s arising from misrepresentation and/ or negligence by the Intermediary, his employee, agent or representative; 18.3.2 to obtain payment from the Intermediary of any amount of damages caused by such misrepresentation and/ or negligence, or of the amount paid by ***** as a result of the exercise of its election to discharge such obligation; or 18.3.3 to investigate any alleged misrepresentation and/ or negligence and to disallow the particular individual responsible for the misrepresentation and/ or negligence to continue to canvass for or market the insurance business in any way, and ***** shall be entitled to regard any such misrepresentation and/ or negligence as a material breach of this agreement. (c) Notwithstanding anything to the contrary herein18.4 Whenever ***** exercises its entitlement as set in 18.3 above, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 it shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided deemed that such limitation shall not apply acts of misrepresentation and/ or negligence occurred and the Group Companies onus of proof shall be liable for rest on the entire amount of Intermediary to disprove the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Companysame. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. Subject to Section 8.3, from and after the Closing: (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect Seller hereby agrees to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser the Buyer and its Affiliates and its and their directors, managers, trustees, officers, agents and employees (other than Kingsoftthe “Buyer Indemnified Parties”) from from, against and against in respect of all damages, expenses, losses, costs, claims, proceedings and Liabilities actually Losses suffered or incurred by any Group Companies or such Purchaser resulting from or the Buyer Indemnified Parties to the extent arising out of or resulting from (i) any dispute breach of any of the representations or claim warranties (in each case, when made) of the Seller in this Agreement and the Seller Closing Certificate and (ii) any breach of any of the covenants or agreements of the Seller in this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Buyer Indemnified Party (i) that results from the gross negligence, willful misconduct, or fraud of any Buyer Indemnified Party or (ii) to the extent resulting from acts or omissions of Seller or any of its Affiliates based upon written instructions from any Buyer Indemnified Party (unless Seller is otherwise liable for such Losses pursuant to the terms of this Agreement); and (b) the Buyer hereby agrees to indemnify, defend and hold harmless the Seller and its Affiliates and its and their directors, officers, agents and employees (“Seller Indemnified Parties”) from, against and in respect of all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or resulting from (i) any actual or alleged issuance, repurchase, transfer or restructuring breach of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary any of the Closing Date. representations or warranties (c) Notwithstanding anything to the contrary hereinin each case, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%when made) of the Purchase Price actually paid by such Purchaser pursuant to Buyer in this Agreement and the Buyer Closing Certificate or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement; provided provided, however, that such limitation the foregoing shall not apply and exclude any indemnification to any Seller Indemnified Party (i) that results from the Group Companies shall be gross negligence, willful misconduct, or fraud of any Seller Indemnified Party or (ii) to the extent resulting from acts or omissions of Buyer or any of its Affiliates based upon written instructions from any Seller Indemnified Party (unless Buyer is otherwise liable for the entire amount of the Indemnifiable such Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything pursuant to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect terms of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currenciesAgreement), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies To the greatest extend permitted by law, VENDOR shall jointly and severally defend, indemnify and hold harmless each Purchaser Owner and contractor, including its Affiliatesofficers, directors, officerspartners, joint-ventures, agents, employees, agents affiliates, parents, subsidiaries and assigns (representatives, and each an “Indemnified Person”) of them from and against all damagesclaims, demands, causes of action, penalties, assessments, fines, losses or liabilities in law or equity, and expenses, lossesincluding but not limited to, costsattorneys’ fees and costs (collectively referred to as “Claims”), claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing connection with, VENDOR’S obligations under this Agreement, and which Claims occur both while this Agreement or otherwise (is in effect and after this Agreement has been terminated. Such indemnity provisions apply to the “Indemnifiable Losses”). The amount fullest extent permitted by law, regardless of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value passively negligent act or omission of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations Owner and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifyContractor, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damagesor their agents or employees, expensesVENDOR, losseshowever, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify Owner and Contractor from and against Claims arising from the active negligence, sole negligence or willful misconduct of Owner and Contractor, or their agents, employees or independent contractors who are directly responsible to Owner and Contractor , or for defects in design furnished by such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary persons, or for Claims that do not arise out of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities work of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under VENDOR. The indemnity provisions set forth in this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies section shall not be obligated limited by insurance requirements or by any other such provision in this Agreement. All work covered by this Agreement done at the site or in preparing or delivering materials or equipment to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company site shall be liable at the sole risk of VENDOR until the completed work is accepted by Owner and Contractor. LIENS: VENDOR shall at all times indemnify and save CONTRATOR and OWNER harmless against all liability for claims and liens by third parties for labor performed or materials used or furnished to be used on the job, including any costs and expense for attorney’s fees and all incidental or consequential damages resulting to CONTRACTOR or OWNER from such claims or liens. ENTIRE AGREEMENT: ▇▇▇▇▇▇ agrees to be bound to CONTRACTOR to the same extent the CONTRACTOR is bound to OWNER. It is agreed that this Purchase Agreement represents the entire amount Agreement between CONTRACTOR and VENDOR. TIME: Time is of the Indemnifiable Losses of such Indemnified Personessence, and it shall be VENDOR’S obligations to conform to CONTRACTOR’S progress schedule, subject to Section 9.1(c) aboveCONTRACTOR’S modification. VENDOR shall prepare and obtain approval as required by this Agreement for all shop drawings, details and samples and shall coordinate the work covered by this Agreement with that of all other contractors, subcontractors, and of the CONTRACTOR in a manner that will facilitate the efficient completion of the entire work undertaken by CONTRACTOR in his contract with the OWNER.