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 xxxxx xxxxxx 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 shall jointly Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and severally that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless each Purchaser the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and its Affiliatesall claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, officersshareholders, employeespartners, agents members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns (of 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 foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (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 indemnifiedAND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY. (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 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 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 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 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 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 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 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. (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 Affected Parties, 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 reasonable related out-of-pocket 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: (i) 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 (ii) 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; PROVIDED, HOWEVER, that prior to the occurrence of an Event of Default, the Indemnified Parties shall only be entitled to seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as special counsel is not licensed to practice). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (A) the creation of any Lien on, or arising out oftransfer by any Loan Party of any interest in, the Collateral other than as provided in the Transaction Documents; (B) any representation or warranty made by any Originator or Loan Party (or any of its officers) under or in connection with any Transaction Document, any breach Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of any Originator or Loan Party pursuant thereto, 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; (C) 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 any Receivable or the related Contract and/or Invoice, or the nonconformity of any Receivable or the related Contract and/or Invoice with any such applicable law, rule or regulation; (D) the failure to vest and maintain vested in the Borrower a perfected ownership interest in all Shares acquired by Collateral other than the Non-Assignable Contracts, or a first-priority perfected security interest in favor of the Borrower and the Administrative Agent as its assignee, in the rights to receive payments under each of the Non-Assignable Contracts; or the failure to vest and maintain vested in the Administrative 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; (E) 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; (F) 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 Purchaser on 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; (G) any matter described in Section 3.4; (H) any failure of any 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 I) any claim of breach by any Loan Party of any payment related Contract and/or Invoice with respect to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for Receivable; (J) any diminution Tax (but not including Taxes upon or measured by net income or net profits or franchise Taxes in value lieu of net income or net profits 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 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 Administrative Agent's security interest in the same position as it would have been in had there not been Collateral; (K) the commingling of Collections of Receivables at any breach time with other funds; (L) 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) from relating to a dispute solely amongst the Lenders (or certain Lenders) and against all damagesthe Administrative Agent or (2) excluded by Section 13.1(a)); (M) any products or professional liability, expensespersonal injury or damage suit, 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 other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any actual Contract, Invoice or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement any Receivable; (“Restructuring Losses”); provided that the Company shall not be obligated N) any inability to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a litigate any 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 Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (O) the occurrence of any Event of Default of the type described in Section 10.1(e); or (P) any loss incurred by any of the Secured Parties as a result of the inclusion in the Borrowing Base of Receivables owing from any single Obligor and its claims under this Section 9 unless Affiliated Obligors which causes the aggregate amount Unpaid Net 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. (a) The Group Companies shall Without limiting any other provision of this Agreement or of any other Loan Document, Borrowers hereby jointly and severally indemnify each Lender, the Agent and hold harmless each Purchaser and its Affiliates, their respective directors, officers, employees, Affiliates and agents (collectively, "Indemnified Persons") against, and assigns (agree to hold each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting harmless from, or arising out ofany and all claims, any breach of the warranties or covenants given damages and liabilities, including claims brought by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on shareholder or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount former shareholder of any payment to any Borrower, and related expenses, including reasonable counsel fees and expenses, incurred by 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 claim, litigation, investigation or claim arising out proceeding (whether or not such Indemnified Person is a party thereto) relating to any transactions, services or matters that are the subject or arise in connection with or as a result of this Agreement or the transactions contemplated hereby (including, without limitation, relating to the properties or business of any actual Borrower, or alleged issuanceany default by a Borrower in the performance or observance of any representation, repurchasewarranty, transfer covenant or restructuring of equity interest condition in KSC Partner Holdings Limited this Agreement or related equity incentive arrangement (“Restructuring Losses”any other Loan Document); 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 hereinprovided, 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 however, that such limitation indemnity shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if to any such losses resulting fromlosses, claims, damages, or arising out of, fraud, willful misrepresentationliabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence, willful misconduct or gross negligence subjective bad faith of any Group Company. (d) Notwithstanding anything such Indemnified Person, and if such Indemnified Person is a director, officer, employee, Affiliate or agent of a Lender or the Agent, then, to the contrary hereinextent of such gross negligence, the Group Companies willful misconduct or subjective bad faith, such indemnity shall not be obligated apply to indemnify such Lender or the Agent, as applicable. If any litigation or proceeding is brought against any Indemnified Person in respect of its claims which indemnity may be sought against Borrowers pursuant to this Section 2.22, such Indemnified Person shall promptly notify Borrowers in writing of the commencement of such litigation or proceeding, but the omission so to notify Borrowers shall not relieve Borrowers from any other obligation or liability which it may have to any Indemnified Person, except that no Borrower waives any rights for damages incurred by it on account of such delay. Failure of the Indemnified Person to timely notify Borrowers of the commencement of such litigation or proceeding shall not relieve Borrowers of their obligations under this Section 9 unless 2.22, except where such failure irrevocably prejudices Borrowers' ability to defend such litigation or proceeding. In case any such litigation or proceeding shall be brought against any Indemnified Person and such Indemnified Person shall notify Borrowers of the aggregate amount commencement of all such litigation or proceeding, Borrowers shall be entitled to participate in such litigation or proceeding and, after written notice from Borrowers to such Indemnified Persons’ claims exceeds US$50,000 Person, to assume the defense of such litigation or proceeding with counsel of its choice at its expense, provided that such counsel is satisfactory to the Indemnified Person in the exercise of its reasonable judgment. Notwithstanding the election of Borrowers to assume the defense of such litigation or proceeding, such Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such litigation or proceeding, and Borrowers shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by Borrowers to represent such Indemnified Person would present such counsel with a conflict of interest; (ii) the defendants in, or its equivalent in other currencies)targets of, any such litigation or proceeding include both an Indemnified Person and any Borrower, and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to any Borrower (in which event case Borrowers shall not have the Group Company right to direct the defense of such action on behalf of the Indemnified Person); (iii) Borrowers shall not have employed counsel satisfactory to such Indemnified Person in the exercise of the Indemnified Person's reasonable judgment to represent such Indemnified Person within a reasonable time after notice of the institution of such litigation or proceeding; or (iv) Borrowers shall authorize such Indemnified Person to employ separate counsel at the expense of Borrowers, provided that Borrowers shall not be liable for the entire amount fees, costs and expenses of more than one separate counsel at the Indemnifiable Losses of same time for all such Indemnified Person, subject Persons in connection with the same action and any separate but substantially similar or related action in the same jurisdiction. Borrowers shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. The agreements of Borrowers in this Section 9.1(c2.22 shall be in addition to any liability that Borrowers may otherwise have. All amounts due under this Section 2.22 shall be payable within ten (10) abovedays of written demand therefor.

General Indemnity. (a) The Group Companies In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall jointly and severally does hereby indemnify each Lender and hold harmless each Purchaser the Agent and its their respective Affiliates, directors, officers, employees, agents and assigns employees (each an collectively, in this Section, the “Indemnified PersonParties”) from all damagesand hold each Indemnified Party harmless against any losses, expenses, lossesclaims, costs, claims, proceedings damages or liabilities (including any expense or cost incurred in the liquidation and Liabilities actually suffered re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with any such Indemnified Person resulting fromCredit Facility or the Loan Documents, including as a result of or arising out of, in connection with: (a) any breach cost or expense incurred by reason of the warranties liquidation or covenants given re-deployment in whole or in part of deposits or other funds required by any Group Company in Section 4 and Section 8 with respect Lender to all Shares acquired by such Purchaser on fund any Bankers’ Acceptance or after to fund or maintain any Loan as a result of the Closing under this Agreement Borrower’s failure to complete a Drawdown 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 payment, repayment or prepayment on the equity securities held date required hereunder or specified 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.notice given hereunder; (b) The Company shall indemnifysubject to permitted or deemed Rollovers and Conversions, 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 Borrower’s failure to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against provide for the Company under this Section 9.1(b) after payment to the second anniversary Agent for the account of the Closing Date.Lenders, or to the Operating Facility Lender, as applicable, of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) Notwithstanding anything the Borrower’s failure to pay any other amount, including any interest or fees, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the contrary herein, the maximum aggregate liabilities interest obligations 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 Borrower hereunder 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.overdue amounts); (d) Notwithstanding anything the Borrower’s repayment or prepayment of a LIBOR Loan otherwise than on the last day of its LIBOR Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the contrary herein, Agent or the Group Companies Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its covenants under Article 9; or (j) the occurrence of any Default or Event of Default; provided that this Section shall not be obligated apply 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 (losses, claims, costs, damages or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount liabilities that arise by reason of the Indemnifiable Losses gross negligence or wilful misconduct of such the Indemnified Person, subject to Party claiming indemnity hereunder. This Section 9.1(c) aboveshall survive repayment of the Loan Indebtedness.

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 In addition to the payment of expenses pursuant to Section 9.03, 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 Lender and its Affiliatesany holder of any of the Note, and the officers, directors, officers, employees, agents and assigns affiliates of Lender and such holder(s) (each an each, and “Indemnified PersonIndemnitee”; and collectively, “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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against Indemnitees, 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 or other agreements executed and delivered by Borrower or any dispute other Obligor in connection herewith, the statements contained in any commitment letters delivered by Lender, Lender’s agreement to make the Loan hereunder or claim arising out 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 Loan hereunder (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 a Purchaser under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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, negligence or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of that Indemnitee 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 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 Indemnities 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 9.05 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) abovethe Obligations and termination of this Agreement.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 9.3, whether or not the transactions contemplated hereby shall be consummated, Borrowers hereby jointly and severally indemnify agree 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 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, 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 any of the Borrowers 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 Borrowers 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, each 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 9.5 shall be limited to one-hundred (100%) survive satisfaction and payment of Borrowers' 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. 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. 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. Lessee shall, to the extent permitted by law, indemnify, defend, and save harmless Lessor, its members and its and their members, partners (general and limited), shareholders, officers, directors, agents, employees, successors, affiliates and assigns (“Lessor’s Indemnified Persons”) from and against (a) The Group Companies shall jointly any and severally indemnify and hold harmless each Purchaser and its Affiliatesall claims, directorsdemands, officersactions or causes of action by or on behalf of any person, employeesfirm, agents and assigns (each an “Indemnified Person”) from all corporation or governmental body for damages, expensesinjuries, lossesdeaths, costspenalties, claimsfines, proceedings and Liabilities actually suffered assessments or incurred by any such Indemnified Person resulting fromotherwise caused by, or arising out of, resulting from or as a consequence of, in whole or in part, (i) any breach acts or omissions of Lessee, its officers, directors, employees, sublessees, contractors, subcontractors, licensees, invitees, engineers, agents, successors, assigns or parent or affiliated corporations or any other persons or entities acting by direct or indirect authority of Lessee or pursuant to any rights granted in this Lease or (ii) the use and enjoyment of the warranties Surface Premises pursuant to this Lease or covenants given (iii) the approval by Lessor or Lessor’s Indemnified Persons of any Group Company plans of the Lessee or (iv) the indemnity contained in Section 4 and Section 8 13 of the Sublease or any other requirement of RGGS Land & Mineral LTD., L.P. with respect to all Shares acquired by such Purchaser on or after its consent to 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 Sublease and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend any and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claimscounsel fees, proceedings expenses and Liabilities actually suffered liabilities incurred in or incurred about any such claim or action brought thereon, all of which costs, counsel fees, expenses and liabilities shall be reimbursed to Lessor by any Group Companies or such Purchaser resulting Lessee immediately upon notification 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 Lessor to Lessee that the Company shall not be obligated to indemnify such Purchaser same have been incurred. Provided, further, that indemnity obligations under this Section 9.1(b) if such Purchaser makes a claim against the Company Lease exclude Lessor’s lost profit and punitive, exemplary, special or consequential damages. Provided, further, that Lessee shall have no liability under indemnity obligations in 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 Lease unless Lessor or Lessor’s Indemnified Persons with respect timely informs Lessee of a claim, demand, action or cause of action and gives Lessee the right to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of assume 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 Companydefense. (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, 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 In addition to the payment of expenses pursuant to Section 13.11, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower agrees to indemnify, pay and hold harmless each Purchaser Agent, Lenders and its Affiliatestheir successors and assigns and the officers, directors, officers, employees, agents agents, and affiliates of Agent, Lenders and their successors and assigns (each an collectively the “Indemnified PersonIndemnitees”) ), 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 of, asserted against any breach of the warranties or covenants given by Indemnitee in 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 the Loan Documents or any dispute other agreements executed and delivered by Borrower or claim arising out any guarantor of the Liabilities in connection herewith, the statements contained in any commitment or proposal letter delivered by Agent or any Lender, Agent’s and Lenders’ agreement to make the Loans 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 (collectively 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 a Purchaser under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 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 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 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) abovethe Liabilities and termination of this Loan Agreement.

General Indemnity. 7.1.1 Except as otherwise provided in this Agreement each party (athe “Indemnifying Party”) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns the other party (each an the “Indemnified PersonParty”) from any and all liabilities, taxes, damages, expenses, losses, costs, claims, proceedings suits, actions, judgements, costs and Liabilities actually suffered expenses, including reasonable legal fees (but excluding in all cases incidental, special or incurred by any such consequential damages and liabilities, including indirect loss made up of loss of revenue or profit) which the Indemnified Person resulting from, Party may suffer arising from the other party’s breach or arising out of, any breach of the failure to comply with its obligations or 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 provided under this Agreement or otherwise by reason of the, negligence or wilful default of the other party (the hereinafter “Indemnifiable LossesClaims”). The amount . 7.1.2 To rely on any indemnity provided under this Agreement: (i) the Indemnified Party within 7 days after receipt of notice of a Claim shall notify the Indemnifying Party of any payment such Claim in writing; (ii) following receipt of such notice the Indemnifying Party may conduct negotiations with the party presenting a Claim or may intervene in any suit or action. Whether or not the Indemnifying Party intervenes, the Indemnifying Party will be entitled at any stage of the proceedings to assume or control the defence; (iii) the Indemnified Party will promptly furnish to the Indemnifying Party, all data, records and assistance within the Indemnified Party’s control which are material 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.Claim; (biv) 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 Indemnifying Party shall not be obligated liable for any settlement of any such claim or suit entered into by the Indemnified Party without the prior written consent of the Indemnifying Party. Client agrees that the payment of a Service Credit and performance by Contractor of those of its obligations under Schedule 3 which are triggered by Contractor’s failure to indemnify such Purchaser meet a Service Level are the sole remedies and are to the exclusion of any right to claim 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 indemnity in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (any failure to meet a particular Service Level, but shall not prejudice any other right 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) aboveremedy.

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 Affected Parties, 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 each, an “Indemnified PersonParty”) ), forthwith on demand, from and against any and all damages, expenses, losses, costs, claims, proceedings liabilities and Liabilities actually suffered reasonable related out-of-pocket 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: (i) 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 (ii) 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 or the related Obligor’s refusal to pay; provided, however, that prior to the occurrence of an Event of Default, the Indemnified Parties shall only be entitled to seek indemnity for the reasonable fees and disbursements of a single law firm as special counsel to all such Indemnified Parties (and, if required, a single law firm as local counsel to all such Indemnified Parties in each relevant jurisdiction where the law firm acting as special counsel is not licensed to practice). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (A) the creation of any Lien on, or arising out oftransfer by any Loan Party of any interest in, the Collateral other than as provided in the Transaction Documents; (B) any representation or warranty made by any Originator or Loan Party (or any of its officers) under or in connection with any Transaction Document, any breach Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of any Originator or Loan Party pursuant thereto, 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; (C) 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 any Receivable or the related Contract and/or Invoice, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any Receivable or the related Contract and/or Invoice with any such applicable law, rule or regulation; (D) the failure to vest and maintain vested in the Borrower a perfected ownership interest in all Shares acquired by Collateral; or the failure to vest and maintain vested in the Administrative 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; (E) unless the Borrower has actual knowledge that the Administrative Agent has prepared a financing statement, amendment or similar instrument or document under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, the failure to deliver to the Administrative Agent on a timely basis any such Purchaser financing statement, amendment or similar instrument or document or to authorize its filing on a timely basis; (F) any dispute, claim, offset or after defense (other than discharge in bankruptcy) of the Closing under Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivables or the 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; (G) any matter described in Section 3.4; (H) any failure of any 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 I) any claim of breach by any Loan Party of any payment related Contract and/or Invoice with respect to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for Receivable; (J) any diminution Tax (but not including Taxes upon or measured by net income or net profits or franchise Taxes in value lieu of net income or net profits 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 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 Administrative Agent’s security interest in the same position as it would have been in had there not been Collateral; (K) the commingling of Collections of Receivables at any breach time with other funds; (L) 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) from relating to a dispute solely amongst the Lenders (or certain Lenders) and against all damagesthe Administrative Agent or (2) excluded by Section 13.1(a)); (M) any products or professional liability, expensespersonal injury or damage suit, 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 other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any actual Contract, Invoice or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement any Receivable; (“Restructuring Losses”); provided that the Company shall not be obligated N) any inability to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a litigate any 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 Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (O) the occurrence of any Event of Default of the type described in Section 10.1(e); (P) any loss incurred by any of the Secured Parties as a result of the inclusion in the Borrowing Base of Receivables owing from any single Obligor and its claims under this Section 9 unless Affiliated Obligors which causes the aggregate amount Unpaid Net Balance of all Indemnified Persons’ claims exceeds US$50,000 such Receivables to exceed the applicable Obligor Concentration Limit; or (Q) failure of any Specified Government Receivables to be recorded in the applicable Originator’s 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) aboveServicer’s billing and accounting systems solely as a Client-Billed Receivable.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 12.12, 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 Affiliatessuccessors and assigns and the officers, directors, officers, employees, agents agents, and affiliates of Lender and its successors and assigns (each an collectively the “Indemnified PersonIndemnitees”) ), 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 of, asserted against any breach of the warranties or covenants given by Indemnitee in 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 the Loan Documents or any dispute other agreements executed and delivered by Borrower or claim arising out any guarantor of the Liabilities in connection herewith, the statements contained in any commitment or proposal letter delivered by Lender, Lender’s agreement to make the Loans 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 (collectively 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 a Purchaser under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 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 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 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) abovethe Liabilities and termination of this Loan Agreement.

General Indemnity. (a) The Group Companies Borrower, at its sole cost and expense, shall jointly and severally indemnify protect, indemnify, reimburse, defend and hold harmless each Purchaser Lender and its Affiliatesofficers, partners, members, directors, officerstrustees, advisors, employees, agents agents, sub-agents, affiliates, successors, participants and assigns of any and all of the foregoing (each an collectively, the “Indemnified PersonParties”) for, from and against, and shall be responsible for, any and all damagesDamages of any kind or nature whatsoever in connection with the Loan Documents or the use of proceeds of the Loans, expensesthat may be imposed on, lossesincurred by, costsor asserted against any of the Indemnified Parties, claims, proceedings and Liabilities actually suffered or incurred by in any such Indemnified Person resulting from, way relating to or arising out ofof (i) any negligence or tortious act or omission on the part of Borrower or any of its agents, contractors, servants or employees; (ii) any breach failure on the part of Borrower to perform or comply with any of the warranties terms of the Loan Documents; and (iii) any failure of Borrower to comply with any Laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or covenants given by any Group Company in willful misconduct of such Indemnified Party. The indemnity and other obligations of the Borrower under this Section 4 and Section 8 8.18 shall not apply 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 Taxes, other than any payment to Taxes that represent Damages arising from 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 indemnifiednon-Tax claims. (b) The Company shall If for any reason (including violation of Law or public policy) the undertakings to defend, indemnify, defend pay and hold harmless each Purchaser (other than Kingsoft) from and against all damagesset forth in this Section 8.18 are unenforceable in whole or in part or are otherwise unavailable to Lender or insufficient to hold it harmless, expenses, losses, costs, claims, proceedings and Liabilities actually suffered then Borrower shall contribute to the amount paid or incurred payable by any Group Companies or such Purchaser resulting from or arising out Lender as a result of any dispute or claim arising out Damages the maximum amount Borrower is permitted to pay under Law. The obligations 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 Borrower under this Section 9.1(b) 8.18 will be in addition to any liability that Borrower may otherwise have hereunder and under the other Loan Documents, will extend upon the same terms and conditions to any Affiliate of Lender and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of Lender and any such Purchaser makes a claim against Affiliate, and will be binding upon and inure to the Company under this Section 9.1(b) after the second anniversary benefit of the Closing Dateany successors, assigns, heirs and personal representatives of Borrower, Lender, any such Affiliate and any such Person. (c) At the option of the Indemnified Parties and in their sole discretion, upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding anything the foregoing, any Indemnified Party may engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, at the contrary hereinoption of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, 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 Parties for the entire amount payment of the Indemnifiable Losses if such losses resulting fromreasonable fees and disbursements of attorneys, or arising out ofengineers, fraudenvironmental consultants, willful misrepresentation, willful misconduct or gross negligence of any Group Companylaboratories and other professionals in connection therewith. (d) Notwithstanding anything Any amounts payable to Lender by reason of the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect application of its claims under this Section 9 unless 8.18 shall become immediately due and payable and shall bear interest at the aggregate amount Default Rate from the date Damages are sustained by the Indemnified Parties until paid. (e) The provisions of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent and undertakings and indemnification set forth in other currencies), this Section 8.18 shall survive the satisfaction and payment in which event the Group Company shall be liable for the entire amount full of the Indemnifiable Losses Indebtedness and termination of such Indemnified Person, subject to Section 9.1(c) abovethis Agreement.

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. (a) The Group Companies In addition to the payment of expenses pursuant to Section 9.03, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to indemnify, pay and hold harmless the Agent and each Purchaser of the Banks and its Affiliatesany holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of the Agent, each of the Banks 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 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, 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 the Agent or any of the Banks, the agreement of any actual of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or alleged issuancethe use or intended use of the proceeds of any Loan 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 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 9.05 shall be limited to one-hundred (100%) survive the 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 10.3, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, the Borrower hereby agrees to indemnify, pay and hold harmless Agent, each Purchaser of the Lenders and its Affiliatesany other holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of any of them (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 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, 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 the Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Agent or any of the Lenders, the Lenders' agreements 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, the 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 10.5 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Borrower's 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. (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, 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. (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 the Agent and each Purchaser Lender and its Affiliatesany holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of the Agent and each 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 Transaction 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 Agent or any Lender to all Shares acquired by such Purchaser on or after Borrower, the Closing agreement of the Lenders to make the Loans under this Agreement, the agreement of U.S. Bank to issue Letters of Credit under this Agreement or otherwise the use or intended use of the proceeds of any Loan or Letter of Credit 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 Lossesindemnified liabilities”); provided that the Company (a) 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 and (b) Borrower shall have no obligation to indemnify the Agent or any Lender with respect to disputes between the Agent and any one or more of the Lenders or with respect to disputes among one or more of the Lenders or of any Lender in connection with a Lender Default by such Lender. 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 the Purchase Price actually paid by such Purchaser pursuant to Borrower’s 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. (a) The Group Companies In addition to the payment of expenses pursuant to Section 7(f), whether or not the transactions contemplated hereby shall jointly be consummated, the Borrower hereby indemnifies, and severally indemnify agrees to pay and hold harmless each Purchaser the Lender, its affiliates and its Affiliatesany holder of any Note, and their respective officers, directors, officers, employees, agents agents, successors and assigns (each an collectively called the “Indemnified PersonIndemnitees”) 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 the Indemnitees (or any of them), 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 the Loan Documents, the statements contained in any dispute proposal letters or claim arising out other similar correspondence delivered by the Lender (whether in person, by mail, courier or any electronic means), the Lender's agreement to make the Loans, 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 (the “Restructuring LossesIndemnified Liabilities”); provided provided, however, that the Company Borrower shall not have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be obligated unenforceable because it violates any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to indemnify such Purchaser pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The obligations of the Borrower under this Section 9.1(b13(d) if such Purchaser makes a claim against the Company and under this Section 9.1(b7(f) after the second anniversary shall survive any 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 jointly Subject to the terms and severally indemnify ----------------- conditions of this Article VIII, Xxxxx agrees to 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 Source and each Purchaser (other than Kingsoft) Source Subsidiary 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 Source or any Group Companies Source Subsidiary by reason of or such Purchaser resulting from or arising out (i) a breach of any dispute representation, warranty or claim arising out covenant of Xxxxx or any actual Xxxxx Contract Party contained in or alleged issuance, repurchase, transfer made pursuant to or restructuring of equity interest in KSC Partner Holdings Limited connection with this Agreement 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 DateAdditional Agreements or (ii) any liabilities or obligations of, or claims against or imposed on, Source or any Source Subsidiary (whether absolute, accrued, contingent or otherwise), and whether a contractual, tax (except as specifically covered in Section 8.02 hereof) or any other type of liability, obligation or claim), which was not required to be assumed by Source or any Source Subsidiary pursuant to this Agreement. (b) No claim for indemnification may be made under Section 8.03(a) hereof in respect of the first $100,000 in the aggregate of Damages that would otherwise have been required to be paid by Xxxxx as the indemnifying party under such Section 8.03(a). (c) Notwithstanding anything Subject to the contrary hereinterms and conditions of this Article VII, the maximum aggregate liabilities Source hereby agrees to and shall indemnify, defend and hold harmless Xxxxx and each Xxxxx Subsidiary from and against all Damages asserted against, resulting to, imposed upon or incurred by Xxxxx or any Xxxxx Subsidiary by reason of or resulting from (i) a breach of any representation, warranty or covenant of Source contained in or made pursuant to this Agreement or any of the Group Companies towards all Additional Agreements, (ii) the Indemnified Persons with respect failure of Source or any Source Subsidiary to a Purchaser under this Section 9 shall be limited to one-hundred (100%) pay, perform and discharge when due the liabilities and obligations of the Purchase Price actually paid Source Business, including those assumed by Source or such Purchaser Source Subsidiary pursuant to this Agreement, or (iii) any action made out against Xxxxx or any Xxxxx Subsidiary that arises out of or results from the operation of the Source Business, whether arising with respect to transactions or events occurring prior to or after the Closing Date; provided, however, that the indemnity provided that such limitation for by clause (iii) of this subparagraph (c) shall not apply and to any actions made out against Xxxxx or any Xxxxx Subsidiary in connection with the Group Companies shall be liable for performance of their respective obligations under 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 CompanyAdditional Agreements. (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 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 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 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 Transaction Document and/or any other agreement, document or covenants given instrument heretofore, now or hereafter executed and delivered by Borrower and/or any Group Company other Obligor in Section 4 and Section 8 with respect connection herewith or therewith, Lender’s agreement to all Shares acquired by such Purchaser on or after the Closing make 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 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 under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 7.05 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 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 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 damagesliabilities, 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 or to issue Letters of Credit hereunder, or the use or intended use of the proceeds of any actual of the Loans or alleged issuance, repurchase, transfer or restructuring any proceeds of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement Letters of Credit 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 this Section 9 shall be limited applicable law to one-hundred (100%) the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the Purchase Price actually paid by such Purchaser pursuant to undertakings and indemnification set out ive satisfaction and payment of the 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 In addition to the payment of ----------------- expenses pursuant to Section 10.3, whether or not the transactions ------------ contemplated hereby shall jointly and severally indemnify be consummated, Borrowers hereby agree to indemnify, pay and hold harmless Agent, each Purchaser of the Lenders and its Affiliatesany other holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of any of them (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 any other agreement, document or instrument executed and delivered by Borrowers in connection herewith or therewith, the statements contained in any commitment letters delivered by Agent or any of the Lenders, the Lender's agreements to make the Loans hereunder the Agent's agreement to issue Letters of Credit, or the use or intended use of the proceeds of any Loan or Letter of Credit hereunder; provided that Borrowers shall have no obligation to an Indemnitee -------- hereunder with respect to indemnified liabilities (a) arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction or (b) arising out of any actual dispute between the Agent and one or alleged issuancemore of the Lenders and/or a dispute among one or more of the Lenders (collectively, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”the "indemnified liabilities"); provided . To the extent that the Company 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, Borrowers shall not be obligated contribute the maximum portion that they are permitted to indemnify such Purchaser 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 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary 10.5 shall survive satisfaction and payment of the Closing Date. (c) Notwithstanding anything to Obligations ------------ and the contrary herein, the maximum aggregate liabilities 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 Company agrees to indemnify and hold harmless each the Purchaser and its Affiliateseach person, directorsif any, officers, employees, agents and assigns who controls the Purchaser within the meaning of the Securities Act (each an “Indemnified Person”Distributing Purchaser) from all damages, expenses, against any losses, costs, claims, proceedings damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and Liabilities actually suffered investigation and all reasonable attorneys' fees), to which the Distributing Purchaser may become subject, under the Securities Act or incurred by otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances when made not misleading; provided, however, that the company will not be liable in any such Indemnified Person resulting fromcase to the extent that any such loss, claim, damage or arising liability arises out ofof or is based upon an untrue statement or alleged untrue statement or omission.or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information fumished to the Company by the Distributing Purchaser specifically for use in the preparation thereof This Section 5(a) shall not inure to the benefit of any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 Distributing Purchaser with respect to all Shares acquired by any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser on fitiled to send or after give a copy ofthe Prospectus to such person at or prior to the Closing written confirmation to such person of the sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under this Agreement the Securities Act or otherwise (the “Indemnifiable Losses”)rules and regulations promulgated thereunder. The amount of any payment This indemnity agreement will be in addition to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of liability 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 indemnifiedCompany may otherwise have. (b) The Company shall indemnify, defend Each Distributing Purchaser agrees that it will indemnify and hold harmless the company, and each Purchaser (other than Kingsoft) from and officer, director of the Company or person, if any, who controls the company within the meaning of the Securities Act, against all damages, expenses, any losses, costs, claims, proceedings damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and Liabilities actually suffered investigation and all reasonable attorney fees) to which the company or incurred by any Group Companies such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such Purchaser resulting from losses, claims, damages or arising liabilities (or actions in respect thereof) arise out of or are based upon any dispute untrue statement or claim arising alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of any actual or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged issuanceuntrue statement or omission or alleged omission was made in the Registration Statement, repurchasepreliminary prospectus, transfer the Prospectus or restructuring of equity interest amendment or supplement thereto in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that reliance upon, and in conformity with, written information furnished to the Company shall not by such Distributing Purchaser specifically for use in the preparation thereof. This indemnity agreement will be obligated in addition to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against any liability, which the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Distributing Purchase may otherwise have. Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Distributing Purchaser shall not be liable under this Section 9 shall be limited to one-hundred (100%5(b) for any amount in excess of the Purchase Price actually paid net proceeds to such Distributing Purchaser as a result of the sale of registrable securities pursuant to the Registration Statement. (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve the indemnified party from any liability which it may have to any indemnified party except to the extent of actual material prejudice demonstrated by the indemnified party. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof the indemnifying party will be entitled to participate in, and to the extent that it may wish, jointly with any other indemnified party similarly notified, assume the defense thereof subject to the provisions herein stated and after notice rom the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such Purchaser pursuant indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to this Agreementits final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Purchaser, the fees and expenses of such limitation counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Distributing Purchaser and the indemnifying party and the Distributing Purchaser shall have been advised by such counsel in writing that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the Distributing Purchaser (in which case the indemnifying party shall not apply have the right to assume the defense of such action on behalf of the Distributing Purchaser, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the Group Companies Distributing Purchaser, which firm shall be liable for designed in writing by the entire amount Distributing Purchaser and be approved by the indemnifying party). No settlement of any action against an indemnified party shall be made without the prior written consent of the Indemnifiable Losses if such losses resulting fromindemnified party, 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 which consent shall not be obligated to indemnify any Indemnified Person unreasonably withheld. All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in respect of its claims under a manner not inconsistent with this Section 9 unless the aggregate amount of and all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company reasonable attorneys' fees and expenses) shall be liable for promptly paid to the entire amount of indemnified party, as incurred; provided, that the Indemnifiable Losses of indemnifying party may require such Indemnified Person, subject indemnified party to Section 9.1(c) aboveundertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder.

General Indemnity. In addition to the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to indemnify, pay and hold Indemnitees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (a) The Group Companies 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 jointly be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and severally indemnify delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by the Agent or any of the Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Xxxxx to issue the Letters of Credit hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Xxxxxxxxxx. To the extent that the undertaking to indemnify, pay and hold harmless each Purchaser 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 its Affiliates, directors, officers, employees, agents satisfy under applicable law to the payment and assigns (each an “Indemnified Person”) from satisfaction of all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or indemnified liabilities incurred by the Indemnitees or any such Indemnified Person resulting from, or arising out of, any breach of them. The provisions of the warranties or covenants given by undertakings and indemnification set out in this Section 11.5 shall survive satisfaction and payment of Xxxxxxxx's Obligations and the termination of this Agreement. No provision contained in this Section 11.5 shall affect any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after rights the Closing Borrower may have against any Bank which defaults under this Agreement or otherwise is intended to indemnify any such Agent or Bank which defaults under this Agreement (the “Indemnifiable Losses”). The amount of any payment to but only such Agent or Bank that defaults under this Agreement) for 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 Liabilities arising 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 indemnifieddefaulting Bank's action. (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 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 19.6.1. Borrower shall jointly and severally pay, indemnify and hold harmless Agent and each Purchaser Lender and its Affiliates, their respective directors, officers, employees, agents agents, and assigns representatives (each an “collectively, the "Indemnified Person”Parties") for, from and against, and promptly reimburse the Indemnified Parties for, any and all claims, damages, expensesliabilities, losses, costscosts and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, claimspaid or sustained by the Indemnified Parties in connection with, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or arising out of, based upon or otherwise involving or resulting from any breach threatened, pending or completed action, suit, investigation or other proceeding by, against or otherwise involving the Indemnified Parties and in any way dealing with, relating to or otherwise involving this Agreement, any of the warranties other Loan Documents, or covenants given by any Group Company in Section 4 and Section 8 with respect transaction contemplated hereby or thereby, except to all Shares acquired by such Purchaser on the extent that they arise from the gross negligence, bad faith or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount willful misconduct 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 breachIndemnified Parties. Any indemnity referred to in this Section 9.1 Borrower 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 indemnifypay, defend indemnify and hold harmless each Purchaser (other than Kingsoft) the Indemnified Parties for, from and against against, and promptly reimburse the Indemnified Parties for, any and all claims, damages, expensesliabilities, losses, costs and expenses (including reasonable attorneys' and consultant fees and expenses, investigation and laboratory fees, removal, remedial, response and corrective action costs, and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties as a result of the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent that they arise from the gross negligence, bad faith or willful misconduct of any of the Indemnified Parties. Borrower shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, proceedings damages, liabilities, losses, costs and Liabilities actually suffered expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, paid or incurred sustained by any Group Companies or such Purchaser resulting from or the Indemnified Parties, arising out of or relating to any dispute Acquisition Documents or claim arising out enforcement by Agent of any actual of its rights with respect thereto, except to the extent that they arise from the gross negligence, bad faith or alleged issuance, repurchase, transfer or restructuring willful misconduct of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that any of the Company shall not be obligated to indemnify such Purchaser Indemnified Parties. 19.6.2. The obligations of Borrower under this Section 9.1(b) if such Purchaser makes a claim against shall survive the Company termination of the Commitments, the expiration of the Letters of Credit, the payment and satisfaction of all of the Loan Obligations, and the release of the Collateral. 00.0.0. Xx the extent that any of the indemnities required from Borrower under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary hereinare unenforceable because they violate any Law or public policy, Borrower shall pay the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect amount which it is permitted to a Purchaser pay 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 Companyapplicable Law. (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 Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller hereby agrees to indemnify each of Scotiabank, both individually and severally indemnify as the Liberty Street Purchaser Agent, Wachovia, both individually and hold harmless as the Administrative Agent and the Blue Ridge 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 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 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 Scotiabank, Wachovia, 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 In addition to the payment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Baldxxx xxxees to indemnify, pay and hold harmless each Purchaser Agent and its Affiliatesthe officers, directors, officers, employees, agents agents, and assigns affiliates of Agent and such holders (each an “Indemnified Person”collectively called 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 the Indemnitees, 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 the Loan Documents, the statements contained in any dispute commitment letters delivered by the Lenders. The Lenders' agreement to make the Loans or claim arising out any other payment 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 PROVIDED, HOWEVER, that the Company shall not be obligated Baldxxx xxxll 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 under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 an Indemnitee. 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, Baldxxx xxxll 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 13.1 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) abovethe Obligations and termination of this Credit Agreement.

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 be consummated, Borrower hereby indemnifies and severally indemnify agrees to hold each Indemnitee harmless from and hold harmless each Purchaser against any and its Affiliatesall other liabilities, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings costs, and Liabilities actually suffered reasonable expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel, and, without duplication, the allocated cost of in- house counsel, for any of such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnities 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 or any dispute Related Agreement, Agent's or claim arising out any Lender's agreement to make the Revolving Loans or issue the Letters of Credit hereunder, or the use or intended use of any actual of the Revolving Loans or alleged issuance, repurchase, transfer Letters of Credit hereunder or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement proceeds thereof (“Restructuring Losses”the "indemnified liabilities"); provided provided, that the Company Borrower shall not be obligated have any 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 this Section 9 shall be limited applicable law to one-hundred (100%) the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The provisions of the Purchase Price actually paid by such Purchaser pursuant to undertakings and indemnification set out in this SECTION 9.2 shall survive satisfaction and payment of the 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 Company, jointly and severally severally, hereby agrees to defend, indemnify and hold harmless each Purchaser the Buyer and its AffiliatesRepresentatives (each, directors, officers, employees, agents and assigns (each an a “Buyer Indemnified PersonParty”) 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 damagesLosses 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 made by the Company in Article III on the part of the Company; (ii) failures by the Company to perform or otherwise fulfill its obligations under this Agreement; (iii) any dispute Excluded Liabilities; (iv) the failure to use, consume or claim arising out otherwise dispose of, on or prior to the date that is eighteen (18) months after the Effective Date, any Flex Components purchased by Buyer (for the avoidance of doubt, the failure to use, consume or otherwise dispose of components purchased from Flextronics based on commitments entered into or agreed upon by Buyer or any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”its Affiliates after the Effective Date shall not be considered "Flex Components" and shall not be subject to indemnification hereunder); provided that the Company shall not be obligated to indemnify such Purchaser have any liability under this Section 9.1(b6.1(a)(i) if such Purchaser makes a claim against unless and until the aggregate amount of Losses for which the Company would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $20,000, and then only to the extent of any such excess; provided further that the Company’s aggregate liability under this Section 9.1(b6.1(a)(i) after shall in no event exceed $1,250,000. The Buyer agrees on behalf of itself and the second anniversary Buyer Indemnified Parties that in the event of any claim giving rise to an indemnification obligation of the Closing DateCompany hereunder, Buyer shall take and cause its Affiliates to take, or cooperate with the Company, if so requested by the Company, in order to take, all reasonable measures to mitigate the Losses caused by, resulting from or arising out of the circumstances giving rise to such claim, including without limitation selling and/or otherwise disposing Flex Components. (cb) Notwithstanding anything The Buyer agrees to defend, indemnify and hold harmless the contrary hereinCompany and its Representatives (collectively, the maximum aggregate liabilities of the Group Companies towards all the “Seller Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%Parties”) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply from and the Group Companies shall be liable for the entire amount of the Indemnifiable against Losses if such losses caused by, resulting from, from or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company.: (di) Notwithstanding anything breaches of representations or warranties made by the Buyer in Article IV hereof on the part of the Buyer; (ii) failures by the Buyer to perform or otherwise fulfill its obligations under this Agreement; (iii) any Assumed Liability or the contrary herein, operation of the Group Companies Business from and after the Closing (except for any Excluded Liability); provided that the Buyer shall not be obligated to indemnify have any Indemnified Person in respect of its claims liability under this Section 9 6.1(b)(i) unless and until the aggregate amount of all Losses for which the Buyer would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $20,000, and then only to the extent of any such excess. The Company agrees on behalf of itself and the Seller Indemnified Persons’ claims exceeds US$50,000 (Parties that in the event of any breach giving rise to an indemnification obligation of the Buyer hereunder, the Company shall take and cause its Affiliates to take, or its equivalent in other currencies)cooperate with the Buyer, if so requested by the Buyer, in which event order to take, all reasonable measures to mitigate the Group Company shall be liable for the entire amount consequences of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) aboverelated breach.

General Indemnity. (a) The Group Companies shall jointly and severally indemnify and hold harmless each Purchaser and its AffiliatesIn the event that Newcup, directorsany holder of an Equity Interest in Newcup, officers, employees, agents and assigns any Indemnified Holder or the Collateral Agent (each an “Indemnified "Indemnitee" and collectively, the "Indemnitees") becomes involved in any capacity in any action, proceeding or investigation brought by or against any 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 ofincluding the Company, any breach of its Subsidiaries, the stockholders of the warranties Company 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 holder of any payment to Existing Indebtedness in connection with or as a result of either this arrangement, the Transactions or 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 matter referred to in this Section 9.1 shall be such as Agreement the Note Purchase Documents or the Company Guarantee Documents (together, the "Transaction Agreements"), the Company periodically will and will cause its Restricted Subsidiaries to place reimburse each Indemnitee for its legal and other expenses (including the Indemnified Person cost of any investigation and preparation) incurred 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) connection therewith. The Company shall indemnify, defend also will indemnify and hold each Indemnitee harmless each Purchaser (other than Kingsoft) from against any and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered damages or incurred by liabilities to any Group Companies such Person in connection with or as a result of either this arrangement or any matter referred to in the Transaction Agreements, except to the extent that any such Purchaser resulting loss, claim, damage or liability results from the willful misconduct, gross negligence or arising out bad faith of such Indemnitee in performing the obligations that are the subject of the Transaction Agreements. If for any dispute reason the foregoing indemnification is unavailable to any Indemnitee or claim arising out of any actual or alleged issuanceinsufficient to hold such Indemnitee harmless, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that then the Company shall not be obligated contribute or cause its Restricted Subsidiaries to indemnify contribute to the amount paid or payable by such Purchaser under this Section 9.1(b) if Indemnitee as a result of such Purchaser makes a claim against loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Company on the one hand and such Indemnitee on the other hand in the matters contemplated by the Transaction Agreements as well as the relative fault of the Company and such Indemnified Holder with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9.1(b) after 8.02 paragraph and Section 8.03 hereof shall be in addition to any liability which the second anniversary Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of any Indemnitee and the partners, members, directors, agents, employees, attorneys and controlling persons (if any), as the case may be, of the Closing Date. (c) Notwithstanding anything Company and any such Affiliate, and shall be binding upon and inure to the contrary hereinbenefit of any successors, the maximum aggregate liabilities assigns, heirs and personal representatives of the Group Companies towards all Company, each Indemnitee, any such Affiliate and any such Person. The Company also agrees that neither any indemnified party nor any of such Affiliates, partners, directors, agents, employees, attorneys or controlling persons shall have any liability to the Indemnified Company or any Person asserting claims on behalf of or in right of the Company or any other Person in connection with or as a result of either this arrangement or any matter referred to in the Transaction Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or bad faith of such indemnified party in connection with the Transactions; provided, however, that in no event shall such indemnified party or such other Persons have any liability for any indirect, consequential or punitive damages in connection with or as a result of such indemnified party's or such other Person's activities related to the Transaction Agreements. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a Purchaser under result of either this arrangement or any matter referred to in this Agreement is hereby waived by the parties hereto. The provisions of this Section 9 8.02 shall be limited to one-hundred (100%) survive any termination of this Agreement including the payment in full of all of the Purchase Price actually paid Obligations evidenced by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply the Notes 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 Companyother Note Purchase Documents. (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 12.3, whether or not the transactions contemplated hereby shall jointly be consummated, each Borrower hereby indemnifies, and severally indemnify agrees to pay and hold harmless each Purchaser the Lender, its Affiliates and its Affiliatesany holder of any Notes, and their respective officers, directors, officers, employees, agents agents, successors and assigns (each an “Indemnified Person”collectively called 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 the Indemnitees (or any of them), 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 the Loan Documents, the statements contained in any dispute commitment letters delivered by the Lender, the Lender's agreement to make the Loans or claim arising out any Letter of Credit Issuer's agreement to issue Letters of Credit hereunder, or the use or intended use of any actual Letters of Credit, or alleged issuance, repurchase, transfer the use or restructuring intended use of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement the proceeds of any of the Loans (“Restructuring Losses”the "Indemnified Liabilities"); provided provided, however, that the Company Borrowers 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 under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 an Indemnitee. 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, the Borrowers 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 10.2 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) abovethe Obligations and termination of this Agreement.

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 holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of Lender 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 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 Transaction Documents or covenants given any other agreement, document or instrument executed and delivered by Borrower or any Group Company other Obligor in Section 4 and Section 8 with respect connection herewith or therewith, the statements contained in any commitment letters delivered by Lender, Lender's agreement to all Shares acquired by such Purchaser on or after make the Closing Loans under this Agreement or otherwise (the “Indemnifiable Losses”). The amount use or intended use of the proceeds of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of Loan under this Agreement (collectively, 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”"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 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 7.05 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Borrower's 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. (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) abovepursuant to the law.

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 the Agent and each Purchaser Bank and its Affiliatesany holders of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of the Agent and each Bank 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 disbursements, costs and Liabilities actually suffered expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disb ursements 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 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 the Agent or any Bank, the agreement of the Banks 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”"indemnified liabilities"); provided that (a) Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order and (b) Borrower shall have no obligation to indemnify the Agent or any Bank with respect to disputes between the Agent and any Bank or with respect to disputes among the Banks. 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 amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value provisions of the equity securities held by it resulting from such breach. Any indemnity referred to undertakings and indemnification set out in this Section 9.1 8.04 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 survive satisfaction and payment of the representations Borrower's Obligations 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 In addition to the payment of expenses pursuant to SECTION 11.3, whether or not the transactions contemplated hereby shall jointly be consummated, Borrower hereby indemnifies and severally indemnify agrees to hold each Indemnitee harmless from and hold harmless each Purchaser against any and its Affiliatesall other liabilities, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings costs, and Liabilities actually suffered reasonable expenses of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel, and, without duplication, the allocated cost of in-house counsel, for any of such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnities 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 or any dispute Related Agreement, Agent's or claim arising out any Lender's agreement to make the Loans or issue the Letters of Credit hereunder, or the use or intended use of any actual of the Loans or alleged issuance, repurchase, transfer Letters of Credit hereunder or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement proceeds thereof (“Restructuring Losses”the "indemnified liabilities"); provided provided, that the Company Borrower shall not be obligated have any 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 this Section 9 shall be limited applicable law to one-hundred (100%) the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The provisions of the Purchase Price actually paid by such Purchaser pursuant to undertakings and indemnification set out in this SECTION 9.2 shall survive satisfaction and payment of the 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 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 “against any Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually 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 Credit Documents, the performance by Agent or Lenders of their respective duties or the exercise of any of their respective rights or remedies hereunder, or the result of such 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 Indemnified 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 any of the transactions entered into pursuant to this Agreement or any of the other Credit Documents or Agent's Lien upon any Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Environmental Damages and other Indemnified Claims asserted against or incurred (whether before or after the Closing under this Agreement release, satisfaction or otherwise (the “Indemnifiable Losses”). The amount extinguishment of any payment Mortgage or Mortgages) by any of the Indemnitees (including Agent or any Lender as mortgagee-in-possession or successor-in-interest to any such Indemnified Obligor as owner of any of the Real Estate by virtue of a foreclosure or acceptance of deed-in-lieu of foreclosure) by any Person under any Environmental Laws or similar laws by reason of each Borrower's or any other Person's violation or non-compliance, or alleged violation or non-compliance, with any Environmental Laws, or any unauthorized release of any Regulated Substances or any Contamination on, in, under, affecting, migrating or threatening to migrate to or from all or any portions of the Real Estate. Additionally, if any Taxes other than (i) Non-Excluded Taxes, the payment of which shall be sufficient to make such Indemnified Person whole for any diminution controlled by Section 5.10 and (ii) the Taxes described in value clauses (i), (ii) and (iii) of the equity securities held first sentence of Section 5.10.1 (but excluding any stamp, documentary, recording or similar taxes) shall now or at any time or times hereafter be payable 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 either of Agent, any breach Lender or any Obligor on account of the representations execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Credit Documents or any amendment thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, each Borrower 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 damagesliability in connection therewith. The foregoing indemnities are in addition to and not in lieu of any other indemnities contained in any of the other Credit Documents, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or but shall not apply to Indemnified Claims 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 Indemnitees as a direct and proximate result 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 their own gross negligence of any Group Companyor willful misconduct. (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. (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 Agent and each Purchaser Lender and its Affiliatesany holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of Agent and each 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 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 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 other Transaction Document and/or any other agreement, document or instrument heretofore, now or hereafter executed and delivered by Borrower and/or any other Obligor in connection herewith or therewith, Agent’s and each Lender’s agreement to make 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 Loan under this Agreement or otherwise the use or intended use of the proceeds of the 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 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 under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 8.05 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 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 ox xxxx Xxxxxon 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 Without limiting any other rights which any such Person may have hereunder, under any Related Document or under applicable law, the Borrower hereby agrees, to indemnify each of the Administrative Agent, the Lender, the Parallel Lenders, the Bank Agent, the Program Support Providers, the Liquidity Agent, the Surety Provider, the Collateral Agent, the Standby Servicer, the Collection Account Bank, 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 such Indemnified Person resulting from, or of them arising out of, any breach of or relating to the Related Documents or the ownership or funding of the warranties Collateral 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 Receivable or any such Contract, excluding, however, (a) Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it Amounts resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place gross negligence or willful misconduct on the part of any 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. Party or its agents (other than Borrower) or subcontractors, (b) The Company recourse for Defaulted Receivables, and (c) any tax upon or measured by net income of any Indemnified Party. Without limiting the foregoing, but subject to the foregoing exclusions, the Borrower shall indemnify, defend and hold harmless indemnify 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 Indemnified Party for Indemnified Amounts arising out of any dispute or claim arising out relating to: (i) the transfer by the Borrower 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 any Receivable other than the Company shall not be obligated transfer of Collateral 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 Collateral Agent, for the second anniversary benefit of the Closing Date. (c) Notwithstanding anything to the contrary hereinSecured Parties, 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 , the resale of Receivables to the Originator pursuant to the terms of the First Tier Purchase Agreement and the Group Companies transfer of Receivables as permitted hereby; (ii) any representation or warranty made by the Borrower (or any of its officers) under or in connection with any Related Document, any Servicer's Certificate, Schedule of Receivables or Data Report or any other information or report delivered by or on behalf of the Borrower pursuant hereto, which shall be liable have been false, incorrect or misleading in any material respect when made or deemed made; (iii) the failure by the Borrower to comply with any applicable law, rule or regulation with respect to any Receivable or the related Collateral, or the nonconformity of any Receivable or the related Collateral with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Collateral Agent, for the entire amount benefit of the Indemnifiable Losses if Secured Parties, a security interest in the Receivables and other Collateral, free and clear of any Lien, other than any Permitted Lien and any Lien arising solely as a result of an act of a Secured Party or its successors or assigns whether existing at the time of any Funding with respect to such losses resulting fromCollateral or at any time thereafter; (v) the failure to file, or arising out ofany delay in filing, fraud, willful misrepresentation, willful misconduct financing statements or gross negligence other similar instruments or documents under the UCC of any Group Company.applicable jurisdiction or other applicable laws with respect to any Receivables, whether at the time of any Funding or at any time thereafter; (dvi) Notwithstanding anything any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the contrary hereinpayment of any Receivable (including, the Group Companies shall without limitation, a defense based on such Receivable not be obligated to indemnify any Indemnified Person being a legal, valid and binding obligation of such Obligor enforceable against it in respect of accordance with its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currenciesterms), in which event or any other claim resulting from the Group Company shall be liable for the entire amount sale of the Indemnifiable Losses merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of the Borrower, to perform its duties or obligations in accordance with this Agreement; (viii) any litigation, proceedings or investigation against any Borrower Party; or (ix) any tax or governmental fee or charge, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including taxes upon or measured by net income), 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 defending against the same, which may arise by reason of the purchase or ownership of or security interest in any Collateral, or any other interest in the Receivables or in any goods or equipment which secure any such Indemnified Person, subject to Section 9.1(cReceivables; or (x) aboveany interest rate hedging mismatches.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 9.03, 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 Lender and its Affiliatesany holder of any of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of Lender and such holder(s) (each an “Indemnified Person”collectively called the "indemnities") 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 or other agreements executed and delivered by Borrower or any dispute other Obligor in connection herewith, the statements contained in any commitment letters delivered by Lender, Lender's agreement to make the Loan hereunder or claim arising out 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 Loan 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 indemnified liabilities arising from the 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 9.05 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Borrower's Obligations 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; 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. 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. (a) The Group Companies Borrower, at its sole cost and expense, shall jointly and severally indemnify protect, indemnify, reimburse, defend and hold harmless each Purchaser Lender and its Affiliatesofficers, partners, members, directors, officerstrustees, advisors, employees, agents agents, sub-agents, affiliates, successors, participants and assigns of any and all of the foregoing (each an collectively, the “Indemnified PersonParties”) for, from and against, and shall be responsible for, any and all damagesDamages of any kind or nature whatsoever that may be imposed on, expensesincurred by, lossesor asserted against any of 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 ofof (i) any negligence or tortious act or omission on the part of Borrower or any of its agents, contractors, servants or employees; (ii) any breach failure on the part of Borrower to perform or comply with any of the warranties terms of the Loan Documents; and (iii) any failure of Borrower to comply with any Laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence 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 willful misconduct 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 indemnifiedParty. (b) The Company shall If for any reason (including violation of Law or public policy) the undertakings to defend, indemnify, defend pay and hold harmless each Purchaser (other than Kingsoft) from and against all damagesset forth in this Section 9.17 are unenforceable in whole or in part or are otherwise unavailable to Lender or insufficient to hold it harmless, expenses, losses, costs, claims, proceedings and Liabilities actually suffered then Borrower shall contribute to the amount paid or incurred payable by any Group Companies or such Purchaser resulting from or arising out Lender as a result of any dispute or claim arising out Damages the maximum amount Borrower is permitted to pay under Law. The obligations 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 Borrower under this Section 9.1(b) 9.17 will be in addition to any liability that Borrower may otherwise have hereunder and under the other Loan Documents, will extend upon the same terms and conditions to any Affiliate of Lender and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of Lender and any such Purchaser makes a claim against Affiliate, and will be binding upon and inure to the Company under this Section 9.1(b) after the second anniversary benefit of the Closing Dateany successors, assigns, heirs and personal representatives of Borrower, Lender, any such Affiliate and any such Person. (c) At the option of the Indemnified Parties and in their sole discretion, upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding anything the foregoing, any Indemnified Party may engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, at the contrary hereinoption of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, 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 Parties for the entire amount payment of the Indemnifiable Losses if such losses resulting fromreasonable fees and disbursements of attorneys, or arising out ofengineers, fraudenvironmental consultants, willful misrepresentation, willful misconduct or gross negligence of any Group Companylaboratories and other professionals in connection therewith. (d) Notwithstanding anything Any amounts payable to Lender by reason of the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect application of its claims under this Section 9 unless 9.17 shall become immediately due and payable and shall bear interest at the aggregate amount Default Rate from the date Damages are sustained by the Indemnified Parties until paid. (e) The provisions of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent and undertakings and indemnification set forth in other currencies), this Section 9.17 shall survive the satisfaction and payment in which event the Group Company shall be liable for the entire amount full of the Indemnifiable Losses Indebtedness and termination of such Indemnified Person, subject to Section 9.1(c) abovethis Agreement.

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) 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 In addition to the payment of expenses ----------------- pursuant to Section 10.3, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrowers hereby agree to indemnify, pay and hold harmless Agent, each Purchaser of the Lenders and its Affiliatesany other holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of any of them (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 any other agreement, document or instrument executed and delivered by Borrowers in connection herewith or therewith, the statements contained in any commitment letters delivered by Agent or any of the Lenders, the Lender's agreements to make the Loans hereunder the Agent's agreement to issue Letters of Credit, or the use or intended use of the proceeds of any Loan or Letter of Credit hereunder; provided that Borrowers shall -------- have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (a) arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction or (b) arising out of any actual dispute between the Agent and one or alleged issuancemore of the Lenders and/or a dispute among one or more of the Lenders (collectively, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”the "indemnified liabilities"); provided . To the extent that the Company 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, Borrowers shall not be obligated contribute the maximum portion that they are permitted to indemnify such Purchaser 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 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary 10.5 shall survive satisfaction and payment of the Closing Date. (c) Notwithstanding anything to Obligations and the contrary herein, the maximum aggregate liabilities 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 In addition to the payment of expenses pursuant to Section 9.3, 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 Agent and its AffiliatesBanks and any holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of Agent, Banks 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 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, 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 or any dispute other agreement, document or claim arising out instrument executed and delivered by Borrower or any other Obligor in connection herewith, the statements contained in any commitment letters delivered by Agent or any Bank, Banks' agreements to make the Loans and issue Letters of Credit hereunder or the use or intended use of any actual Letter of Credit or alleged issuanceof the proceeds of any Loan 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 Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9 9.5 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 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 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. (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 Group Companies shall jointly Without limiting any other rights ---------------- which any such Person may have hereunder or under applicable law, the Company hereby agrees to indemnify each of the Administrator, Lender, the Liquidity Banks, the other Program Support Providers, 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 Loans 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 of such Indemnified Person resulting fromParty, (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables, (c) taxes on net income, or (d) Indemnified Amounts resulting solely from acts or omissions of Servicer. Without limiting the foregoing, the Company shall indemnify each Indemnified Party for Indemnified Amounts arising out ofof or relating to: (i) the transfer by the Company of any interest in any Receivable other than the grant of a security interest to Lender pursuant to Section 9.01; ------------ (ii) any representation or warranty made by the Company under or in connection with any Transaction Document, any breach Information Package or any other information or report delivered by or on behalf of the warranties Company pursuant hereto, which shall have been false, incorrect or covenants given misleading in any material respect when made or deemed made; (iii) the failure by the Company to comply with any Group Company applicable law, rule or regulation (including truth in Section 4 lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and Section 8 privacy) with respect to all Shares acquired by such Purchaser on any Pool Receivable or after the Closing under this Agreement related Contract, or otherwise (the “Indemnifiable Losses”). The amount nonconformity of any payment to Pool Receivable or the related Contract with 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.applicable law, rule or regulation; (biv) The Company shall indemnify, defend the failure to vest 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 maintain vested 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.Lender

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 9.3, whether or not the transactions contemplated hereby shall be consummated, the Borrowers hereby jointly and severally indemnify agree to indemnify, pay and hold harmless Agent, each Purchaser of the Lenders and its Affiliatesany other holder(s) of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of any of them (each an collectively, the “Indemnified PersonIndemnitees”) 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 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, 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 any of the Borrowers or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Agent or any of the Lenders, the Lenders’ agreements 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 (the “Restructuring Lossesindemnified liabilities”); provided that the Company Borrowers 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, or for expenses under Section 9.3 relating to any such 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, the Borrowers shall contribute the maximum portion that they are 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 9.5 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Borrowers’ 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. (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 holder(s) of the Note, and the officers, directors, officers, employees, agents and assigns affiliates of Lender 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 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 Transaction Document and/or any other agreement, document or covenants given instrument heretofore, now or hereafter executed and delivered by Borrower and/or any Group Company other Obligor in Section 4 and Section 8 with respect connection herewith or therewith, Lender's agreement to all Shares acquired by such Purchaser on or after the Closing make Loans under this Agreement or otherwise (the “Indemnifiable Losses”). The amount use or intended use of the proceeds of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of Loan under this Agreement (collectively, 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”"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 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 7.05 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 Seller shall jointly and severally indemnify and hold harmless each Purchaser Owner and its Affiliatesofficers, directors, officersshareholders, managers, members, partners, agents, employees, agents successors and permitted assigns (each each, an “"Owner Indemnified Person”) Party," or collectively, the "Owner Indemnified Parties"), and shall defend, save and hold them harmless from and against all claims, demands, proceedings, damages, expenses, lossesliabilities, costs, charges and expenses of any nature whatsoever (including reasonable legal fees) for bodily injury to or death of any individual or damage to any tangible property of a third party (but only if and to the extent that the Owner Indemnified Party suffers loss in an amount greater than the amounts collected under applicable policies of insurance of which the Owner Indemnified Party is an additional insured) asserted against any of them arising out of or in consequence of negligent acts or omissions or willful misconduct of Seller, or Seller's or its Affiliates' employees, agents or subcontractors on the Site. Seller shall owe no indemnity and shall be reimbursed for all sums paid and incurred under this Section 17.1(a) to the extent that the losses, claims, proceedings and Liabilities actually suffered demands, proceedings, damages, liabilities, costs, charges, expenses or incurred liens for which indemnity is claimed are caused by any or arise from the sole negligence or willful misconduct of such Owner Indemnified Person resulting fromParty or others. For avoidance of doubt, or arising out of, any breach the parties agree that the obligations of Seller relating to the time of completion of the warranties or covenants given by any Group Company in Section 4 Wind Turbine Work and Section 8 with respect obligations giving rise to all Shares acquired by such Purchaser on or after the Closing payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section 17.1. For purpose of this Section it is agreed and understood that an Owner Indemnified Party shall in no event be construed to fall within the meaning of a "third party," but that employees of contractors or otherwise subcontractors of Owner (other than Seller or its Affiliates) working at or near the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person Site shall be sufficient to make such Indemnified Person whole considered "third parties" for any diminution in value the purpose 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 indemnifiedprovision. (b) The Company Owner shall indemnifyindemnify Seller and it subcontractors and vendors and their officers, defend directors, shareholders, managers, members, partners, agents, employees, successors and permitted assigns (each a "Seller Indemnified Party," or collectively, the "Seller Indemnified Parties") and shall defend, save and hold them harmless each Purchaser (other than Kingsoft) from and against all (i) claims, demands, proceedings, damages, expenses, lossesliabilities, costs, claims, proceedings charges and Liabilities actually suffered expenses of any nature whatsoever (including reasonable legal fees) for bodily injury to or death of any individual or damage to any tangible property of a third party (but only if and to the extent that the indemnified party suffers loss in an amount greater than amounts collected under applicable policies of insurance of which the indemnified party is an additional insured) incurred by or asserted against any Group Companies or such Purchaser resulting from or of them arising out of any dispute or claim arising out in consequence of negligent acts or omissions or willful misconduct of Owner, or Owner's or its Affiliates' employees, agents or subcontractors on the Site, and (ii) claims, demands, proceedings, damages, liabilities, costs, charges and expenses of any actual nature whatsoever (including reasonable legal fees) in respect of any sales tax, use tax, value added taxes, property tax, excise or alleged issuance, repurchase, transfer similar taxes payable within the United States imposed on or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that for which the Company Owner is responsible under this Agreement. Owner shall not owe no indemnity and shall be obligated to indemnify such Purchaser reimbursed for all sums paid and incurred under this Section 9.1(b17.1(b) if to the extent that the losses, claims, demands, proceedings, damages, liabilities, costs, charges, expenses or liens for which indemnity is claimed are caused by or arise from the sole negligence or willful misconduct of such Purchaser makes a claim against the Company under Seller Indemnified Party or others. For purpose of this Section 9.1(b) after it is agreed and understood that a Seller Indemnified Party shall in no event be construed to fall within the second anniversary meaning of the Closing Datea "third party. (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 Seller and Shareholders shall jointly and severally indemnify and hold harmless each Purchaser Buyer and its AffiliatesAffiliates (the "Buyer Group"), directorsfrom, officers, employees, agents against and assigns (each an “Indemnified Person”) from in respect of any and all damages, claims, liabilities or expenses, lossesincluding, without limitation, interest, penalties and reasonable attorneys' fees (collectively, "Damages"), resulting from, incurred in connection with or arising out of or otherwise in respect of (i) the breach of any representation or warranty of Seller or Shareholders for such period of survival as provided in Section 9.2; provided, that Seller shall not be liable with regard to claims for breaches of representations and warranties in Article 3 hereof (not including Sections 3.3 and 3.4) unless the aggregate amount of such claims exceeds Twenty-Five Thousand Dollars ($25,000) (but if the aggregate amount of such claims exceeds Twenty-Five Thousand Dollars ($25,000), Seller shall be liable for such entire amount), (ii) the nonfulfillment of any unwaived covenant or agreement on the part of Seller or Shareholders set forth in this Agreement or in any agreement or certificate executed and delivered by Seller or Shareholders pursuant to this Agreement, (iii) all liabilities for Taxes arising from the transfer of the Assets from Seller to Buyer and all liabilities for Taxes of Seller, Shareholders or any of their respective Affiliates for any period prior to or subsequent to the Closing Date, including Bulk Sales Tax, if any; (iv) any and all liabilities, obligations, or responsibilities of Seller, Shareholders or any of their respective Affiliates with respect to any Seller Personnel, or any spouse, dependent or family member of any Seller Personnel, resulting from, relating to or arising out of any action or failure to act which occurred on, prior to or subsequent to the Closing Date, including, without limitation, obligations, liabilities and responsibilities with respect to any (1) discrimination or civil rights claims, wrongful discharge claims, unfair labor practice charges or other charges, claims, complaints or grievances relating to labor relations, employment, employment contracts or contracts for the provision of services, with Seller, any Shareholder or any Affiliate of Seller; (2) claims or actions under federal, state or local WARN Acts for improper notification of a plant closing or mass layoff (3) accidents, events or other occurrences compensable under any applicable workers' compensation or similar state or federal law, except to the limited extent that such obligations, liabilities or responsibilities are required by applicable law to be assumed by Buyer; and (4) pension plan, severance plan or policy, termination or indemnity payment, salary continuation agreement or practice, special bonuses or any similar costs or obligations; (v) all liabilities of Seller, whether incurred on, prior to, or subsequent to the Closing Date, including without limitation any liabilities with respect to any Environmental Claim or Environmental Laws and claims of infringement of Intellectual Property rights of others with respect to actions or failures to act prior to the Closing; (vi) all litigation resulting from, incurred in connection with or arising out of or otherwise in respect of the conduct of the Business on or prior to the Closing; (vii) any and all fees and expenses and other transaction costs, including, without limitation, attorneys' fees, financial advisors' fees or accountants' fees incurred by any Shareholder, Seller or any of their respective Affiliates, in each case in connection with this Agreement or the transactions contemplated by this Agreement, and (viii) any and all actions, suits, claims, proceedings, investigations, audits, examinations, demands, assessments, fines, judgments, settlements, interest, penalties, costs, claimsremedial actions and other expenses (collectively, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, "Actions") pertaining to or arising out of any of the foregoing in this Section 9.3(a). The indemnities set forth in clauses (iii) through (vii) if the preceding sentence shall be referred to as the "Specific Indemnities." Seller and Shareholders hereby acknowledge that the Specific Indemnities are in addition to, and in no way in limitation of, any breach other obligations 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 indemnifiedherein. (b) The Company Buyer shall indemnify, defend indemnify and hold harmless each Purchaser Seller and Shareholders from, against and in respect of any and all Damages resulting from, incurred in connection with or arising out of or otherwise in respect of (other than Kingsofti) from the breach of any representation or warranty of Buyer for such period of survival as provided in Section 9.2, (ii) the nonfulfillment of any unwaived covenant or agreement on the part of Buyer set forth in this Agreement or in any agreement or certificate executed and against delivered by Buyer pursuant to this Agreement, (iii) any and all damages, fees and expenses, lossesincluding, costswithout limitation, claimsattorneys' fees, proceedings financial advisors' fees, accountants' fees and Liabilities actually suffered brokers' or finders' fees incurred by Buyer in connection with this Agreement or the transactions contemplated by this Agreement, (iv) the conduct of the Business by Buyer subsequent to the Closing Date and (v) any Group Companies or such Purchaser resulting from and all Actions pertaining to or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest the foregoing 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 Date9.3(b). (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 In addition to the payment of expenses pursuant to Section 12.12, whether or not the transactions contemplated hereby shall be consummated, Borrowers agree to jointly and severally indemnify indemnify, pay and hold harmless each Purchaser Lender and its Affiliatessuccessors and assigns and the officers, directors, officers, employees, agents agents, and affiliates of Lender and its successors and assigns (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 of, asserted against any breach of the warranties or covenants given by Indemnitee in 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 the Loan Documents or any dispute other agreements executed and delivered by any Borrower or claim arising out any guarantor of the Liabilities in connection herewith, the statements contained in any commitment or proposal letter delivered by Lender, Lender's agreement to make the Loans 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”collectively the "Indemnified Liabilities"); provided that the Company Borrowers 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 under this Section 9 shall be limited to one-hundred (100%) of Indemnified Liabilities arising 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 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 is violative of any Group Company. (d) Notwithstanding anything law or public policy, Borrowers 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 shall survive satisfaction and payment of such Indemnified Person, subject to Section 9.1(c) abovethe Liabilities and termination of this Loan Agreement.

General Indemnity. (a) The Group Companies shall jointly In addition to the payment of expenses pursuant to Section 7.5 and severally indemnify without duplication of obligations under the Credit Documents, Company agrees to indemnify, pay and hold harmless each Purchaser the Loan Agent, the Lease Agent and its Affiliatesthe officers, directors, officers, employees, agents agents, and assigns affiliates of the Loan Agent and the Lease Agent, (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 or any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest other agreements executed and delivered by the Company in KSC Partner Holdings Limited or related equity incentive arrangement connection herewith (“Restructuring Losses”the "indemnified liabilities"); provided provided, that Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee or from any action by an Indemnitee against an officer, director or employee of an 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 not be obligated contribute the maximum portion that it is permitted to indemnify such Purchaser 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 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary 7.10 shall survive satisfaction and payment of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities Company's obligations hereunder 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. 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 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. 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 the Investor and its Affiliates, directors, officers, employeesdirectors, 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) (collectively, "Losses") 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 wilfull 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) abovethe Consideration.

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 7(f), whether or not the transactions contemplated hereby shall jointly be consummated, the Borrower hereby indemnifies, and severally indemnify agrees to pay and hold harmless each Purchaser the Lenders, the Collateral Agent, their respective affiliates and its Affiliatesany holder of any Note, and their respective officers, directors, officers, employees, agents agents, successors and assigns (each an collectively called the “Indemnified PersonIndemnitees”) 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 the Indemnitees (or any of them), 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 the Loan Documents, the statements contained in any dispute proposal letters or claim arising out other similar correspondence delivered by either or both Lenders or the Collateral Agent (whether in person, by mail, courier or any electronic means), the Lenders’ agreement to make the Loan to the Borrower, 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 Loan (the “Restructuring LossesIndemnified Liabilities”); provided provided, however, that the Company Borrower shall not have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be obligated unenforceable because it violates any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to indemnify such Purchaser pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The obligations of the Borrower under this Section 9.1(b13(d) if such Purchaser makes a claim against the Company and under this Section 9.1(b7(f) after the second anniversary shall survive any 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) 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.