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

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

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

General Indemnity. (a) The Group Companies In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower hereby agrees to defend, indemnify, pay and hold harmless each Purchaser Lender 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 In addition to the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, Borrower agrees to indemnify, pay and hold harmless each Purchaser Lender and its Affiliatesany holder of any Note, and the officers, directors, officers, employees, agents agents, and assigns affiliates of Lender and such holders (each an “Indemnified Person”) collectively, the "Indemnitees"), harmless from and against any and all damagesother liabilities, expensesobligations, losses, costsdamages, penalties, actions, judgments, suits, claims, proceedings costs, expenses and Liabilities actually suffered disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by any such Indemnified Person resulting fromby, or arising out ofasserted against any Indemnitee, in any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect manner relating to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of this Agreement, any dispute Related Agreement or claim arising out any other agreements executed and delivered by Borrower or any other Obligor in connection herewith, the statements contained in any commitment letter delivered by Lender, Lender's agreement to make the Loans hereunder, or the use or intended use of the proceeds of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement the Loans hereunder (“Restructuring Losses”the "indemnified liabilities"); provided that the Company Borrower shall not be obligated have no obligation to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons an Indemnitee hereunder with respect to a Purchaser indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions and undertakings of indemnification set out in this Section 9 9.2 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to Liabilities and termination of this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (a) The Group Companies shall 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 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 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. (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 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 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 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. (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 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 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. 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 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. 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 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. (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 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. 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. (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. (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. 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 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 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. 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. (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 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 Company 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 Indemnitee to the fullest extent permitted by any such Indemnified Person resulting fromlaw in accordance with the provisions of this Section 2 if Indemnitee is, or arising out ofis threatened to be made, a party to or a participant in any breach Proceeding (including a Proceeding by or in the right of the warranties Company to procure a judgment in its favor). Pursuant to this Section 2, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or covenants given by any Group Company payable in Section 4 and Section 8 connection with or with respect to all Shares acquired such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Purchaser on Proceeding or after the Closing under any claim, issue or matter therein, provided that, notwithstanding any other provision hereof, nothing in this Agreement shall exempt an Indemnitee from or otherwise (the “Indemnifiable Losses”). The amount indemnify him against any liability which by virtue of any payment rule of law would otherwise attach to him in respect to his fraud or dishonesty in relation to the Company. Indemnitee shall not enter into any such Indemnified Person shall be sufficient settlement in connection with a Proceeding without ten (10) days prior notice 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 indemnifiedCompany. (b) The Company For purposes of Section 2(a), the meaning of the phrase “to the fullest extent permitted by law” shall indemnifyinclude, defend and hold harmless each Purchaser but not be limited to: (other than Kingsofti) from and against all damagesto the fullest extent permitted by the provision of the Companies Act that authorizes or contemplates additional indemnification by agreement, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred the corresponding provision of any amendment to or replacement of the Companies Act or such provision thereof; and (ii) to the fullest extent authorized or permitted by any Group amendments to or replacements of the 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) Act adopted after the second anniversary date of this Agreement that increase the Closing Dateextent to which a corporation may indemnify its officers and directors. (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 In consideration of the Commitment, Borrower further agrees to indemnify and hold harmless each Purchaser defend Bank and its Affiliates, directors, officers, employees, agents and assigns employees (each an the “Indemnified PersonParties”) from from, and hold each of them harmless against, any and all damages, expenses, losses, costsliabilities, claims, proceedings and Liabilities actually suffered damages, deficiencies, interest, judgments, costs or expenses incurred by them or any of them, including, but without limitation, amounts paid in settlement, court costs, and reasonable fees and disbursements of counsel incurred in connection with any investigation, litigation or other proceeding, arising out of or by reason of any investigation, litigation or other proceeding brought or threatened, arising out of or by reason of their execution of any Loan Document and the transaction contemplated thereby, including, but not limited to, any use effected or proposed to be effected by Borrower of the proceeds of the Loan, but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the relevant Indemnified Person Party. Any Indemnified Party seeking indemnification under this Section will notify Borrower of any event requiring indemnification within thirty (30) Business Days following such Indemnified Party’s receipt of notice of commencement of any action or proceeding, or such Indemnified Party’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for indemnification hereunder. Borrower will be entitled (but not obligated) to assume the defense or settlement of any such action or proceeding or to participate in any negotiations to settle or otherwise resolve any claim using counsel of its choice; provided that: (i) Borrower notifies such Indemnified Party in writing that Borrower will indemnify such Indemnified Party from and against the relevant claim; (ii) such counsel is reasonably satisfactory to such Indemnified Party; (iii) such claim involves only money damages and does not seek an injunction or other equitable relief; (iv) if such Indemnified Party is the Bank, settlement of, or an adverse judgment with respect to, such claim is not, in the good faith judgment of such Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of such Indemnified Party; (v) Borrower conducts the defense of such claim actively and diligently; (vi) no conflict of interest has arisen which would prevent counsel for Borrower from also representing such Indemnified Party because the defendants in any action include both such Indemnified Party and Borrower; and (vii) Borrower will not consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of such Indemnified Party (not to be withheld unreasonably). So long as Borrower has assumed the defense of such claim and is conducting such defense in accordance with the foregoing, such Indemnified Party: (x) may retain separate co-counsel at its sole cost and expense and participate in the defense of such claim; and (y) will not consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of Borrower with respect to such claim (not to be withheld unreasonably). If Borrower fails to assume such defense or, after doing so, Borrower fails to satisfy any of the above conditions to Borrower’s defense, such Indemnified Party (and its counsel) may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem appropriate (and such Indemnified Party need not consult with, or obtain any consent from, Borrower in connection therewith) and Borrower will reimburse such Indemnified Party promptly and periodically for the costs of defending against such claim (including reasonable attorneys’ fees and expenses) and Borrower will remain responsible for any loss which such Indemnified Party may suffer resulting from, or arising out of, any breach of relating to, in the warranties nature of, or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired caused 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 fullest extent provided for and required 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 Sellers shall jointly and severally will indemnify and hold harmless each Purchaser Buyer Indemnitees from and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by against the entirety of any such Indemnified Person resulting Adverse Consequences arising from, relating to, or arising out of, in connection with: (i) any breach of any representation made by Sellers in this Agreement (so long as the warranties or covenants given by any Group Company applicable survival period set forth in Section 4 8.1 has not expired at the time the Sellers have been given notice of a claim under Section 8.2(b)), or the Sellers’ Closing Certificate; (ii) any breach of any covenant or obligation of Sellers in this Agreement (so long as the applicable survival period set forth in Section 8.1 has not expired at the time the Sellers have been given notice of a claim under Section 8.2(b)); (iii) any matters involving fraud or willful misconduct; or (iv) any Retained Liabilities; or (v) any sums due and Section 8 payable to the beneficiary secured by the Deed of Trust; provided however, that, except with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to Retained Liabilities and the representations and warranties of the Sellers contained in this Section 9.1 shall be such Article III (as to place which neither of the Indemnified Person limitations set forth in the same position following clauses (A) or (B) shall apply) and Section 5.4 (b) and (c) (as it would to which the limitations set forth in the following clause (A) shall not apply) the Sellers shall have been no Liability to indemnify Buyer Indemnitees until (A) Buyer Indemnitees have suffered Adverse Consequences by reason of all such breaches in had there not been any breach excess of Seventy-Five Thousand Dollars ($75,000) in aggregate (after which point Sellers will be obligated only to indemnify Buyer Indemnitees from and against further such Adverse Consequences ) or thereafter (B) to the extent the Adverse Consequences Buyer Indemnitees have suffered by reason of all such breaches exceeds an aggregate ceiling equal to, in the case of the representations and warranties set forth of the Sellers contained in Section 4 under which the Indemnified Person is to be indemnified. 5.4 (b) The Company shall indemnifyand (c) only, defend and hold harmless each Purchaser Four Million Four Hundred Thousand Dollars ($4,400,000) and, in all other than Kingsoftcases, Two Million Dollars ($2,000,000) (after which point Sellers will have no obligation to indemnify Buyer from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or further such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”Adverse Consequences); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

General Indemnity. (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 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 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 (collectively, in this Section, the "Indemnified Parties") and hold each an “Indemnified Person”) from all damagesParty 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 hereinAgent or the 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; (j) the occurrence of any Default or Event of Default; (k) without limiting the foregoing, any inaccuracy or incompleteness of the Group Companies Borrower's representation and warranty contained in Section 8.1(x) hereof; or (l) any failure of the Borrower to observe or fulfil its obligations under Section 3.9(f)(vii) hereof, 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. (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 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. Without limiting any other rights that any Beneficiary or any of their respective officers, directors, agents, employees, controlling Persons or Affiliates of any of the foregoing (aeach an “Indemnified Party”) The Group Companies shall jointly and severally may have hereunder, under any other Transaction Document or under applicable Law, the Performance Undertaking Provider hereby agrees to indemnify and hold harmless each Purchaser Indemnified Party from and its Affiliates, directors, officers, employees, agents against any and assigns (each an “Indemnified Person”) from all damages, expenseslosses, lossesclaims, liabilities, deficiencies, costs, claimsdisbursements and expenses, proceedings including interest, penalties, amounts paid in settlement and Liabilities actually suffered reasonable attorneys’ fees and expenses (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any Indemnified Party (including in connection with or relating to any investigation by an Official Body, litigation or lawsuit (actual or threatened) or order, consent, decree, judgment, claim or other action of whatever sort (including the preparation of any defense with respect thereto)), in each case, arising out of or resulting from this Agreement or any other Transaction Document or any transaction contemplated hereby or thereby, excluding, however, (a) Indemnified Amounts to the extent that such Indemnified Person resulting fromAmounts resulted from the negligence, fraud or arising out of, wilful misconduct on the part of such Indemnified Party; (b) recourse (except as otherwise specifically provided in this Agreement or any breach other Transaction Document) for Uncollectible Portfolio Receivables and the Related Security and Collections with respect thereto; (c) any Excluded Taxes and (d) any Indemnified Amount to the extent the same has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document; provided that nothing in this Section 3 shall be construed as constituting a guarantee or indemnity in respect of the warranties or covenants given by any Group Company in Section 4 and Section 8 Seller’s obligation to make payments with respect to all Shares acquired by such Purchaser on Yield, Fees 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 Invested Amounts pursuant 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 Receivables Transfer 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, 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 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. (ai) The Group Companies Subject to the other provisions of this Article VII, effective as of the Closing, each Approved Xiaodu Shareholder shall jointly and severally indemnify and hold harmless each Purchaser and Rajax, its AffiliatesAffiliates (which shall, after the Effective Time, include the Xiaodu Group Companies), the directors, officers, employees, agents and representatives of Rajax or any of Affiliates, and the successors and assigns or Rajax and its Affiliates (each an “each, a ”Rajax Indemnified PersonParty”) from all and against any losses, Liabilities, damages, Liens, penalties, costs and expenses, losses, costs, claims, proceedings including but without limitation reasonable advisor’s fees and Liabilities actually suffered or incurred by other reasonable expenses of investigation and defense of any such Indemnified Person resulting from, or arising out of, any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise foregoing (the collectively, “Indemnifiable Losses”). The amount of any payment to any ) actually incurred or suffered by such Rajax Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such Party as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnifya result of, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of or in connection with (A) any dispute breach of, or claim arising out of inaccuracy in, any actual representation or alleged issuancewarranty made by Xiaodu in this Agreement and (B) any breach or violation of, repurchaseor failure to perform, transfer any covenants or restructuring of equity interest agreements made, and to be performed by Xiaodu or such Xiaodu Shareholder, as applicable, in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies each Approved Xiaodu Shareholder’s indemnification obligations under this Section 7.2(a) shall be liable for several, but not joint, and shall be allocated in accordance with such Approved Xiaodu Shareholder’s pro rata share in the entire amount aggregate Merger Consideration of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Companyall Approved Xiaodu Shareholders. (dii) Notwithstanding anything Subject to the contrary herein, other provisions of this Article VII and in addition to the Group Companies shall not be obligated to indemnify any Indemnified Person obligations set forth in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies7.2(a), in which event the Group Company shall be liable for the entire amount effective as of the Closing, Baidu HK shall indemnify and hold harmless the Rajax Indemnified Parties against any Indemnifiable Losses actually incurred or suffered by such Rajax Indemnified Party as a result of, arising out of such Indemnified Personor in connection with (A) any breach of, subject or inaccuracy in, any representation or warranty made by Baidu HK in this Agreement and (B) any breach or violation of, or failure to Section 9.1(c) aboveperform, any covenants or agreements made by, or to be performed by Baidu HK in this Agreement.

General Indemnity. The Borrower hereby covenants with the Agent and each Lender that it shall at all times hereafter keep the Agent and such Lender indemnified and held harmless from and against all suits (a) The Group Companies shall jointly whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and severally indemnify and hold harmless each Purchaser and its Affiliates, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expensescosts, losses, costsliabilities, claims, proceedings damages and Liabilities actually suffered or expenses (including all reasonable legal fees on a solicitor and his own client basis) incurred by the Agent or such Lender in any such Indemnified Person resulting fromway relating to, or arising out of, or incidental to any breach Environmental Laws or Environmental Liabilities or any default by the Borrower under any provision of any of the warranties Loan Documents (collectively, the "Damages"). This indemnity shall extend to the officers, directors, employees, agents, shareholders and assignees of the Agent and each Lender (each such person, together with the Agent and each Lender, an "Indemnified Party") but shall not apply to Damages arising from or covenants given attributable to the wilful misconduct or negligence of any Indemnified Party. If any claim (in this Section 10.6 referred to as a "Claim") shall be asserted by any Group Company person against an Indemnified Party which may give rise to Damages, the Indemnified Party shall promptly notify the Borrower in Section 4 and Section 8 with respect to writing of all Shares acquired by particulars of such Purchaser on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”)Claim upon learning of same. The amount failure to give any such notice, however, shall not affect the Borrower's liability to indemnify the Indemnified Party except to the extent such failure adversely affects the Borrower's ability to defend, object to, oppose or contest that Claim. The Borrower shall at all times have the right, if no Event of Default has occurred and is continuing, at its sole expense, to resist, defend and compromise any Claim in the name of the Indemnified Party, by legal counsel acceptable to the Indemnified Party, acting reasonably, who will co-operate in such defence on a reasonable basis; provided that the Indemnified Party shall have the right to participate in the defense or compromise of any payment to any Claim by other legal counsel of its choosing if the Indemnified Party, acting reasonably, determines it should so participate; provided that the fees and disbursements of such other counsel shall be for the account of such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value of unless: (a) 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 Borrower and the Indemnified Person in Party shall have mutually agreed to the same position as it would have been in had there not been any breach retention of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified.counsel; (b) The Company shall indemnify, defend the named parties to such proceedings include the Borrower or a Subsidiary thereof and hold harmless each Purchaser (other than Kingsoft) from the Indemnified Party and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred representation of such parties by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any the same counsel would be inappropriate due to actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”)potential differing interests between them; 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.or (c) Notwithstanding anything the Borrower has failed to assume the contrary herein, the maximum aggregate liabilities defense of the Group Companies towards all Claim in a timely manner or to continue to defend the Claim diligently and reasonably throughout the period while such Claim exists. The Indemnified Persons with respect to a Purchaser Party shall not effect any settlement or compromise of any Claim without the written consent of the Borrower which consent shall not be unreasonably withheld or delayed. If the Borrower exercises its rights under this Section 9 10.6, it shall be limited to one-hundred (100%) not compromise or otherwise settle a Claim without the consent of the Purchase Price actually paid by Indemnified Party suffering 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 fromClaim, 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 in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (unreasonably withheld or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount delayed. The inability of the Indemnifiable Losses of Borrower to pay such Indemnified Person, subject Claim in full shall constitute a sufficient reason to Section 9.1(c) abovewithhold such consent.

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

General Indemnity. (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 In addition to the payment of expenses pursuant to Section 12.3, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, the Borrower agrees to indemnify, pay and hold harmless each Purchaser the Lender and its Affiliatesany holder of any Notes, and the officers, directors, officers, employees, agents agents, and assigns affiliates of the Lender 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 Lender, the Lender's agreement to make the Loans or claim arising out 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 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 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 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 10.2 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid by such Purchaser pursuant to 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. (a) The Group Companies shall jointly and severally indemnify Buyer agrees to indemnify, defend and hold the Seller Indemnitees harmless each Purchaser from and its Affiliatesagainst and in respect of Adverse Consequences actually suffered, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered incurred or incurred realized by any such Indemnified Person resulting from, or party arising out ofof or resulting from or relating to: (i) breaches by the Buyer of any of its representations, warranties and covenants contained herein for which there is an applicable survival period pursuant to Section 8.1 and the Seller Indemnitee makes a written claim for indemnification against the Buyer pursuant to Section 11.6 within such survival period; (ii) (A) Taxes of the Acquired Companies for any Post-Closing Tax Periods, any breach portion of a Straddle Period commencing after the Closing Date and one-half of the warranties or covenants given by any Group Company Taxes described in Section 4 9.7 hereof, (B) all liability for Taxes resulting from any transaction involving the Company that occurs on the Closing Date but after the Closing that is not pursuant to this Agreement, and Section 8 with respect (C) any liability for Taxes attributable to all Shares acquired a breach by such Purchaser the Buyer of its obligations under this Agreement; (iii) the Shares, the Acquired Companies, the Subject Assets or the ownership of the Acquired Companies or operation of the Businesses, whether arising before, on or after the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole Date but excluding those liabilities for any diminution in value of the equity securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. (b) The Company shall indemnify, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated Seller has agreed to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser Buyer Indemnitees pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting fromSection 8.2 hereof. THE BUYER UNDERSTANDS, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group CompanyACKNOWLEDGES AND AGREES THAT THIS INDEMNIFICATION MAY INCLUDE AN INDEMNIFICATION OF THE SELLER INDEMNITIES FOR AND AGAINST EACH OF THEIR OWN NEGLIGENCE. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) above.

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

General Indemnity. (a) 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. Notice and contest of claims 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. DISPUTE RESOLUTION Any dispute, difference or claim arising out of any actual or alleged issuancein connection with this Agreement which is not resolved amicably shall be decided by reference to arbitration to a Board of Arbitrators comprising one nominee each of the Authority, repurchaseConcessionaire and the Lenders’ Representative. Such arbitration shall be held in accordance with the Rules of Arbitration of the International Centre for Alternative Dispute Resolution, transfer New Delhi (the “Rules”) or restructuring such other rules as may be mutually agreed by the Parties, and shall be subject to provisions of equity interest the Arbitration and Conciliation Act, 1996. The Arbitrators shall issue a reasoned award and such award shall be final and binding on the Parties. The venue of arbitration shall be Delhi and the language of arbitration shall be English. MISCELLANEOUS PROVISIONS This Agreement shall be construed and interpreted in KSC Partner Holdings Limited accordance with and governed by the laws of India, and the Courts at Delhi shall have jurisdiction over all matters arising out of or related equity incentive arrangement (“Restructuring Losses”); provided relating to this Agreement. Waiver of sovereign immunity The Authority unconditionally and irrevocably: agrees that the Company execution, delivery and performance by it of this Agreement constitute commercial acts done and performed for commercial purpose; agrees that, should any proceedings be brought against it or its assets, property or revenues in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no immunity (whether by reason of sovereignty or otherwise) from such proceedings 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 claimed by or on behalf of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons Authority with respect to a Purchaser under this Section 9 shall its assets; waives any right of immunity which it or its assets, property or revenues now has, may acquire in the future or which may be limited attributed to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreementit in any jurisdiction; 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 consents generally in respect of its claims under the enforcement of any judgement or award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including the making, enforcement or execution against it or in respect of any assets, property or revenues whatsoever irrespective of their use or intended use of any order or judgement that may be made or given in connection therewith). Priority of agreements In the event of any conflict between the Concession Agreement and this Section 9 unless Agreement, the aggregate amount provisions contained in the Concession Agreement shall prevail over this Agreement. Alteration of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies)terms All additions, in which event the Group Company amendments, modifications and variations to this Agreement shall be liable for effectual and binding only if in writing and signed by the entire amount duly authorised representatives of the Indemnifiable Losses of such Indemnified Person, subject to Section 9.1(c) aboveParties.

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. (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 Administrative Agent and each Purchaser Bank and its Affiliatesany holders of the Notes, and the officers, directors, officers, employees, agents and assigns Affiliates of the Administrative Agent and each Bank 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 the Administrative 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”). 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); (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 any Group Company. that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order and (d) Notwithstanding anything Borrower shall have no obligation to indemnify the Administrative Agent or any Bank with respect to disputes between the Administrative 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 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 8.04 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 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. 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. (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 is violative of 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(b14(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 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 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 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 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 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, the other Transaction Documents, or other agreements executed and delivered by Borrower, any dispute Subsidiary Holding Company, any Subsidiary Bank or claim arising out any other Obligor in connection herewith, the statements contained in any commitment letters delivered by Lender, Lender’s agreement to make the Loan 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 Loan hereunder (the “Restructuring LossesIndemnified Liabilities”); provided that the Company Borrower 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 have no obligation to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons Indemnitees with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) Indemnified Liabilities arising from the negligence or willful misconduct of the Purchase Price actually paid Indemnitees as determined by such Purchaser pursuant a court of competent jurisdiction. To the extent that the undertaking to this Agreement; provided that such limitation shall not apply indemnify, pay and hold harmless set forth in the Group Companies shall preceding sentence may 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 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) abovethe Obligations and termination of this Agreement.

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

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, 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 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 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 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 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 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 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 shall jointly Without limiting any other rights which any such Person may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each of the Agent, the Purchasers, each Enterprise Liquidity Provider, each Enterprise Credit Support Provider, Bank of America, and severally indemnify each of Bank of America's Affiliates, their respective 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”) "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 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 this Agreement or the ownership or funding of any Undivided Interest or in respect of any Receivable or any Contract, EXCLUDING, HOWEVER, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Person resulting fromParty or (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables or delinquent receivables. Without limiting the foregoing, or the Transferor shall indemnify each Indemnified Party for Indemnified Amounts arising out ofof or relating to: (i) the transfer by the Transferor of any interest in any Receivable other than the transfer of an Undivided Interest to the Agent on behalf of the Purchaser or the Bank Investors, as the case may be, pursuant this Agreement and the grant of a security interest to the Agent on behalf of Purchaser and the Bank Investors pursuant to SECTION 9.1; (ii) the breach of any representation or warranty made by the Transferor or the Seller (or any of their officers) under or in connection with this Agreement, any breach other Agreement Document to which such entity is a party, any Periodic Report or any other information or report delivered by the Transferor pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made and any losses, if any, relating to Receivables included in the Receivables Pool as Eligible Receivables that were 60 days or more past due on the date of their inclusion and any amounts relating to dilutions on Eligible Receivables included in the warranties Receivables Pool; (iii) the failure by the Transferor or covenants given by the Seller 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 Contract, or otherwise (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 the Agent, on behalf of the Purchaser and the Bank Investors, an undivided percentage ownership interest, to the extent of each Undivided Interest owned by them hereunder, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Adverse Claim, other than an Adverse Claim arising solely as a result of an act of the Agent, on behalf of the Purchaser or any Bank Investor, or any assignee therefrom (when used in this CLAUSE (iv), an Adverse Claim shall include any lien for taxes whether accrued and payable or not), whether existing at the time of any Purchase or Reinvestment of Undivided 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 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) 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 services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any products liability claim or personal injury or property damage suit or other similar or related action arising out of any dispute or claim arising out in connection with merchandise or services that are the subject of any actual Pool Receivable; or (viii) any tax or alleged issuancegovernmental fee or charge (including, repurchasewithout limitation, transfer all intangibles and similar taxes and all other taxes, but not including taxes upon or restructuring measured by net income or profits or any portion thereof), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of equity counsel in defending against the same, which may arise by reason of the purchase or ownership of any Undivided 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 Subject to the terms and severally indemnify conditions of this Article VI, the Seller hereby agrees to indemnify, defend and hold harmless each Purchaser Holdings, the Buyer, their affiliates and its Affiliates, subsidiaries and their respective directors, officersofficers and employees (collectively, employees, agents and assigns (each an the “Buyer Indemnified PersonGroup”) harmless from and against all damagesdemands, expensesclaims, actions or causes of action, assessments, losses, costsdamages, claimsliabilities, proceedings costs and Liabilities actually suffered expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Damages”), asserted against, resulting to, imposed upon or incurred by any such member of the Buyer Indemnified Person Group by reason of or resulting from, or arising out of, any : (i) a breach of any representation or warranty of the warranties or covenants given by any Group Company Seller contained in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise Agreement; (the “Indemnifiable Losses”). The amount ii) a breach of any payment to any such Indemnified Person shall be sufficient to make such Indemnified Person whole for any diminution in value covenant of the equity securities held by it resulting from such breach. Any indemnity referred to Seller contained in this Section 9.1 shall be such as to place Agreement; (iii) the Indemnified Person in Excluded Assets; and (iv) the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnifiedExcluded Liabilities. (b) The Company shall Subject to the terms and conditions of this Article VI, Holdings and the Buyer hereby agree to, jointly and severally, indemnify, defend and hold the Seller and its stockholders and affiliates and their respective directors, officers and employees (collectively, the “Seller Indemnified Group”) harmless each Purchaser (other than Kingsoft) from and against all damagesDamages asserted against, expensesresulting to, losses, costs, claims, proceedings and Liabilities actually suffered imposed upon or incurred by any member of the Seller Indemnified Group Companies by reason of or such Purchaser resulting from or arising out from: (i) a breach of any dispute representation, warranty or claim arising out covenant of any actual the Buyer or alleged issuanceHoldings contained in this Agreement; (ii) the Assumed Liabilities; and (iii) the operation of the Business and the use and ownership of the Business Assets by the Buyer, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) and their respective subsidiaries from and after the second anniversary of the Closing Date. (c) Notwithstanding anything in Section 6.04(a) to the contrary hereincontrary, the maximum aggregate liabilities Seller shall not be responsible for indemnifying any member of the Buyer Indemnified Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser from and against any Damages pursuant to this Agreement; provided that such limitation shall not apply Section 6.04(a)(i), unless and until the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, aggregate indemnification to which the Buyer Indemnified Group shall be entitled as described above equals or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies)$750,000, in which event the Group Company Seller shall be liable responsible for indemnifying the entire amount Buyer Indemnified Group from and against all Damages, but only to the extent that such Damages exceed $750,000. The Seller’s maximum liability for indemnifying any member of the Indemnifiable Losses of such Buyer Indemnified Person, subject Group from and against any Damages pursuant to Section 9.1(c6.04(a)(i) aboveshall not exceed the sum of $10,000,000.

General Indemnity. (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. Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Borrower agrees to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Lender, each Group Agent, each other Affected Person, each of their respective Affiliates, and all members, managers, directors, shareholders, officers, employees, and attorneys, or agents of any of the foregoing (aeach an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities, and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 12.06) The Group Companies but excluding Taxes (other than Taxes specifically enumerated below or any Taxes that represent losses, claims, damages, etc. arising from any non- Tax claim) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Pool Receivables or Related Assets (or any portion thereof) or otherwise arising out of or relating to or resulting from the actions or inactions of any ADT Entity, the Servicer or any of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XI, excluding Indemnified Amounts solely to the extent resulting from the fraud, bad faith, gross negligence or willful 751499193.15 22727329 121 misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting the generality of the foregoing but subject to the express limitations set forth in this Section 11.01, the Borrower shall jointly and severally indemnify and hold harmless each Purchaser Indemnified Party for any and its Affiliates, directors, officers, employees, agents and assigns (each an “all Indemnified Person”) from all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or incurred by any such Indemnified Person resulting from, or Amounts arising out of, relating to, or resulting from: (i) the transfer by the Borrower of any breach interest in any Pool Receivable or Related Asset; (ii) any representation or warranty made by the Borrower under or in connection with any Transaction Document, any Loan Request, any Information Package, or any other information or report delivered by or on behalf of the warranties Borrower pursuant hereto, which shall have been untrue, false, or covenants given by incorrect when made or deemed made; (iii) the failure of the Borrower to comply with the terms of any Group Company Transaction Document, any applicable Law any Contract, any Pool Receivable, or Related Assets or the nonconformity of any Contract, Pool Receivable, or Related Assets with any such Law; (iv) the failure to vest in Section 4 favor of the Collateral Agent a first priority perfected security interest in any Pool Receivables and Section 8 all Related Assets against all Persons including any bankruptcy trustee or similar Person; (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other applicable Laws with respect to all Shares acquired by such Purchaser on any Pool Receivable or after Related Assets whether at the Closing under this Agreement or otherwise (the “Indemnifiable Losses”). The amount time of any payment Loan or at any time thereafter; (vi) any suit or claim related to the Pool Receivables or any such Indemnified Person shall be sufficient to make such Indemnified Person whole for Related Asset or any diminution in value Transaction Document or any Supporting Letter 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 Credit (including 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 indemnifyproducts liability, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damagesenvironmental liability, expenses, losses, costs, claims, proceedings and Liabilities actually suffered personal injury or incurred by any Group Companies or such Purchaser resulting from or arising out of any dispute or property damage claim arising out of or in connection with the Solar Energy Systems 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”Pool Receivable); provided that (vii) failure by the Company shall not be obligated Borrower to indemnify such Purchaser under this Section 9.1(bcomply with the “bulk sales” or analogous Laws of any jurisdiction; (viii) if such Purchaser makes any loss arising, directly or indirectly, as a claim against the Company under this Section 9.1(b) after the second anniversary result of the Closing Date. (c) Notwithstanding anything imposition of sales or similar transfer type taxes or the failure by the Borrower to timely collect and remit to the contrary herein, appropriate authority any such taxes; (ix) any commingling of any Collections of Pool Receivables with any other funds; (x) the maximum aggregate liabilities failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; 751499193.15 22727329 122 (xi) any failure of the Group Companies towards all Borrower or Compass to pledge or assign, as applicable, any Pool Receivable or Related Asset contemplated to be so pledged or assigned under the Indemnified Persons Transaction Documents; or the violation or breach by any ADT Entity of any confidentiality provision, or of any similar covenant of non- disclosure, with respect to any Contract, or any other Indemnified Amount payable hereunder with respect to or resulting from any such violation or breach; (xii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority or any other Person against the Payment Account, the Reserve Account, any Collection Account, Lock-Box, Collections, Receivable, or any related Contract or any portion or proceeds thereof, including, without limitation, as a Purchaser under this Section 9 shall be limited result of any portion of the Payment Account, the Reserve Account, any such Collection Account, Lock-Box, Collections, Receivable, or any related Contract being attributable to one-hundred governmental fees, surcharges, or taxes; (100%xiii) any Pool Receivable failing to constitute an Eligible Receivable; (xiv) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Purchase Price actually paid by Obligor to the payment of any Pool Receivable in, or purporting to be in, the Receivable Pool (including, without limitation, a defense based on such Purchaser pursuant to this Agreement; provided that Receivable or the related Contract not being a legal, valid and binding obligation of such limitation shall not apply and Obligor enforceable against it in accordance with its terms), or any other claim resulting from the Group Companies shall be liable for the entire amount sale of the Indemnifiable Losses if Solar Energy System related to such losses resulting fromReceivable or the furnishing or failure to furnish such Solar Energy System or relating to collection activities with respect to such Pool Receivable; (xv) any investigation, litigation or proceeding related to any Transaction Document or the use of proceeds, of the Loans or the ownership of Pool Receivables or the Related Assets; (xvi) any claim brought by any Person other than an Indemnified Party arising out offrom any activity by the Borrower or any Affiliate of the Borrower in servicing, fraud, willful misrepresentation, willful misconduct administering or gross negligence collecting any Receivable; (xvii) the facts or circumstances giving rise to any Event of Termination or Unmatured Event of Termination; or (xviii) any Group Company. (d) Notwithstanding anything inability to the contrary herein, the Group Companies shall not be obligated to indemnify litigate any Indemnified Person claim against any Obligor 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 any Pool Receivable as a result of such Indemnified PersonObligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, subject to Section 9.1(c) abovesuit or proceeding.

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 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 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 (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 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 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 Lessee hereby agrees, whether or not any of the transactions contemplated hereby shall jointly be consummated, to assume liability for, and severally indemnify does hereby agree to indemnify, protect, defend, save and hold harmless keep harmless, on an after tax basis and at no after tax cost to the Indemnified Party, each Purchaser Indemnified Party from and its Affiliatesagainst any and all liabilities, directors, officers, employees, agents and assigns (each an “Indemnified Person”) from all damages, expensesobligations, losses, damages, Environmental Claims, penalties, claims (including claims by any employee of the Lessee or the Seller or any of their respective contractors), actions, suits and related costs, claimsexpenses and disbursements, proceedings including reasonable legal fees and Liabilities actually suffered expenses, of whatsoever kind and nature (for purposes of this Section 9 collectively called "Expenses"), imposed on, asserted against or incurred by any Indemnified Party as a result of claims threatened or asserted against such Indemnified Person resulting from, or arising out of, Party in any breach of the warranties or covenants given by any Group Company in Section 4 and Section 8 with respect way 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 (i) this Agreement and the other Operative Agreements, including the Notes and the offering or sale thereof, (ii) the construction, installation, ownership, delivery, lease, sublease, possession, use, operations or condition of the Leased Property under the Facility Lease (including, without limitation, latent and other defects, whether or not discoverable by the Indemnified Party or the Lessee, and any dispute claim for patent, trademark or copyright infringement and any claim arising out under the strict liability doctrine in tort), (iii) the sale or other disposition of the Leased Property under the Facility Lease or any actual portion thereof pursuant to Section 8, 13, 15 or alleged issuance19 of such Facility Lease, repurchaseor (iv) without limitation of the foregoing and for the avoidance of doubt, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided the Jxxxx River Easement, the Jxxxx River Agreement, the Railway License and the County Road Documents, except only that the Company Lessee 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 required to indemnify any Indemnified Person in respect of its claims under Party pursuant to this Section 9 unless for (A) any Taxes or other impositions, and (B) Expenses resulting from the aggregate amount willful misconduct, gross negligence or willful breach 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 contract of such Indemnified PersonParty. If any Indemnified Party shall have knowledge of any claim or liability hereby indemnified against it shall give prompt written notice thereof to the Lessee; provided, subject however, that the failure of such Indemnified Party to Section 9.1(c) abovegive such notice shall not relieve the Lessee of any of its obligations hereunder except to the extent the same causes the Lessee's indemnification obligations to exceed the obligations of the Lessee had the Lessee received such notice.

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 13.1 Each party shall jointly and severally defend, indemnify and hold harmless each Purchaser the other, its corporate affiliates and its Affiliatestheir respective officers, directors, employees, and agents and their respective Cisco Systems, Inc. - Proprietary and Confidential Velocita Communications Agreement 12 successors and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees), including without limitation, those based on contract or tort, arising out of or in connection with a claim, suit or proceeding brought by a third party based upon bodily injury (including death) or damage to tangible personal property (not including lost or damaged data) arising from the negligent or intentional acts or omissions of the indemnifying party or its subcontractors, or the officers, directors, employees, agents agents, successors and assigns of any of them. In the event that the indemnified party's or a third party's negligent or intentional acts or omissions contributed to cause the injury or damage for which a claim of indemnity is being asserted against the indemnifying party hereunder, the damages and expenses (each an “Indemnified Person”including, without limitation, reasonable attorneys' fees) from all damagesshall be allocated or reallocated, expensesas the case may be, lossesbetween the indemnified party, costs, claims, proceedings the indemnifying party and Liabilities actually suffered or incurred by any other party bearing responsibility in such Indemnified Person resulting fromproportion as appropriately reflects the relative fault of such parties, or arising out oftheir subcontractors, or the officers, directors, employees, agents, successors and assigns of any breach of them, and the liability of the warranties indemnifying party shall be proportionately reduced. 13.2 The foregoing indemnification obligations are conditioned upon the indemnified party, cooperating with, assisting and providing information to, the indemnifying party as reasonably required, and granting the indemnifying party the exclusive right to defend or covenants given by any Group Company settle such claim, suit or proceeding. The indemnified party shall promptly notify the indemnifying party in Section 4 and Section 8 with respect writing of the claim, suit or proceeding for which the indemnifying party is obligated to all Shares acquired by such Purchaser on or after the Closing provide indemnification 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 Section, provided that failure of the equity securities held by indemnified party to provide timely notice hereunder shall not affect rights of indemnification hereunder, except to the extent that the indemnifying party is detrimentally prejudiced thereby. No indemnifying party may enter into any settlement of a claim for which it resulting from such breach. Any indemnity referred is providing indemnification hereunder to in this Section 9.1 shall be such as to place the Indemnified Person in the same position as extent that it would have been in had there not been any breach a material adverse effect on the indemnified party without the prior written approval of the representations and warranties set forth in Section 4 under indemnified party, 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 approval 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 Dateunreasonably withheld. (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 hereby covenants with each Agent and each Lender that it shall jointly at all times hereafter keep the Agent and severally indemnify such Lender, their respective affiliates and hold harmless each Purchaser and its Affiliates, their directors, officers, employeesemployees and agents (each, agents and assigns (each an “Indemnified PersonParty”) indemnified and held harmless from and against all damagessuits (whether founded or unfounded), expensesactions, proceedings, judgments, demands or claims instituted or made against such Indemnified Party, and all costs, losses, costsliabilities, claims, proceedings damages and Liabilities actually suffered or expenses (including all fees and expenses of counsel) incurred by any such Indemnified Person resulting fromParty in any way relating to, or arising out of, or incidental to any breach Environmental Laws or any default by any Loan Party under any provision of any of the warranties Loan Documents except to the extent any of the foregoing result directly from the gross negligence or covenants given by willful misconduct of such Indemnified Party. In case any Group Company proceeding shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 4 10.6, the applicable Indemnified Party shall promptly notify the Borrower in writing (but failure to do so shall not relieve the Borrower from any liability which it may have pursuant to this Section 10.6) and Section 8 with respect the Borrower, upon request of the Indemnified Party, shall retain counsel satisfactory to all Shares acquired by the Indemnified Party, acting reasonably, to represent the Indemnified Party and any others the Borrower may designate in such Purchaser on or after proceeding and shall pay the Closing under this Agreement or otherwise (the “Indemnifiable Losses”)fees and disbursements of such counsel related to such proceeding. The amount of any payment to In any such proceeding, any Indemnified Person Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be sufficient to make at the expense of such Indemnified Person whole for any diminution in value of Party unless: (a) 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 Borrower and the Indemnified Person in Party shall have mutually agreed to the same position as it would have been in had there not been any breach retention of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified.such counsel; or (b) The Company shall indemnify, defend the named parties to any such proceeding include the Borrower 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 Party 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 other parties in respect of its claims under this Section 9 unless which the aggregate amount Borrower has provided a similar indemnity and representation of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies)such parties by the same counsel, in which event the Group Company shall be liable for the entire amount of the Indemnifiable Losses reasonable judgment of such Indemnified PersonParty, subject would be inappropriate due to Section 9.1(c) aboveactual or potential differing interests between them.

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 10.04, 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, Lenders and its Affiliatesany holders of the Notes, and the officers, directors, officers, employees, agents and assigns affiliates of Agent, Lenders 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 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 other agreements executed and delivered by Borrower or any dispute other Obligor in connection herewith, the statements contained in any term sheets delivered by Agent or claim arising out any Lender, Lenders' agreement to make the Loan 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 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 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 indemnifications set out in this Section 9 10.06 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 Borrower shall jointly and severally indemnify pay, indemnify, and hold harmless Lender and each Purchaser and of its Affiliatesofficers, directors, officersemployees, employeescounsel, partners, agents and assigns attorneys-in-fact (each each, an “Indemnified Person”) harmless from and against any and all damagesliabilities, expensesobligations, losses, damages, penalties, actions, judgments, suits, costs, claimscharges, proceedings expenses or disbursements (including Lender’s Expenses and Liabilities actually suffered reasonable attorney’s fees and the allocated cost of in-house counsel) of any kind 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 nature whatsoever with respect to all Shares acquired by such Purchaser on the execution, delivery, enforcement, performance and administration of this Agreement and any other Loan Documents, or after the Closing under transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (including any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding) related to 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 Loans or the use 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 proceeds thereof, whether or not been any breach of the representations and warranties set forth in Section 4 under which the Indemnified Person is to be indemnified. a party thereto (b) The Company shall indemnifyall the foregoing, defend and hold harmless each Purchaser (other than Kingsoft) from and against all damagescollectively, 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 (the “Restructuring LossesIndemnified Liabilities”); provided provided, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the Company gross negligence or willful misconduct of such Indemnified Person. An Indemnified Person may not enter into any settlement or other compromise with respect to any Indemnified Liabilities without Borrower’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and if a claim is settled or compromised without such consent, Borrower shall not be obligated to indemnify such Purchaser provide indemnification 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 section. If any Indemnified Person obtains recovery of any of the amounts that Borrower has paid to it pursuant to the indemnity set forth in respect of its claims under this Section 9 unless section, then such Indemnified Person shall promptly pay the aggregate Borrower the 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) aboverecovery.

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 “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 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 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 Loan 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 use or intended use 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 proceeds of the representations and warranties set forth in Section 4 Loan under which this Agreement (collectively, 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 directly and solely resulting 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 7.04 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 12.3, whether or not the transactions contemplated hereby shall jointly and severally indemnify be consummated, the Borrower agrees to indemnify, pay and hold harmless each Purchaser the Lender and its Affiliatesany holder of any Notes, and the officers, directors, officers, employees, agents agents, and assigns affiliates of the Lender 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 Lender, the Lender's agreement to make the Loans or claim arising out 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 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 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 law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy 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 in this SECTION 10.2 shall survive satisfaction and payment of the 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. (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) 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 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 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 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, the other Transaction Documents, or other agreements executed and delivered by Borrower, Royal Palm, 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 of any actual the use 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 intended use of the Closing Date. proceeds of the Loan hereunder (c) Notwithstanding anything the “Indemnified Liabilities”): that Borrower shall have no obligation to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons Indemnitees with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) Indemnified Liabilities arising from the negligence or willful misconduct of the Purchase Price actually paid Indemnitees as determined by such Purchaser pursuant a court of competent jurisdiction. To the extent that the undertaking to this Agreement; provided that such limitation shall not apply indemnify, pay and hold harmless set forth in the Group Companies shall preceding sentence may 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 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) abovethe Obligations and termination of this Agreement.

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

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

General Indemnity. (a) The Group Companies shall In addition to the payment of expenses pursuant to Section 8.03, the Borrowers hereby jointly and severally indemnify agree 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, 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, any other agreement, document or claim arising out instrument executed and delivered by any Borrower or any other Obligor in connection herewith or therewith or any commitment letter delivered by the Agent or any Lender to any Borrower, or the agreement of any actual or alleged issuancethe Lenders to make the Loans and/or of U.S. Bank to issue Letters of Credit under this Agreement (collectively, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (the “Restructuring Lossesindemnified liabilities”); provided that (a) 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 in a final, nonappealable order and (b) the Borrowers 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. 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 8.05 shall be limited to one-hundred (100%) survive satisfaction and payment of the Purchase Price actually paid Borrower’s Obligations owed by such Purchaser pursuant to any one or more of the Borrowers 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. The Company (athe "Indemnifying Party") The Group Companies shall jointly and severally indemnify (to the fullest extent permitted by applicable laws) indemnify, defend and hold harmless each Purchaser and its Affiliatesthe Investor, officers, directors, officers, employees, agents and assigns employees (each an “"Indemnified Person”Party") from and against any and all losses, damages, expenses, losses, costsliabilities, claims, proceedings proceedings, Taxes, costs and Liabilities expenses actually suffered or incurred by any such Indemnified Person Party (including the fees, disbursements and other charges of counsel reasonably incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party, in connection with any breach as set forth below) resulting from, from or arising out of, of any breach by the Indemnifying Party of the warranties any Company Warranty or covenants given by any Group Company other covenant or agreement in Section 4 and Section 8 with respect to all Shares acquired by such Purchaser on or after the Closing under this Agreement or otherwise (any other Transaction Document or resulting from or arising out of any claims against the “Indemnifiable Losses”)Company or any other Group Member relating to any Tax liability that arose on or prior to the Completion Date, except to the extent that the Loss resulting from the gross negligence or willful misconduct of any Indemnified Party. The amount of any payment to any such Indemnified Person Party shall be sufficient to make such Indemnified Person Party whole for any diminution in value of the equity securities Equity Securities held by it resulting from such breach. Any indemnity referred to in this Section 9.1 10 for breach of a Company Warranty shall be such as to place the Indemnified Person Party in the same position as it would have been in had there not been any breach of the representations and warranties set forth in Section 4 Company Warranties under which the Indemnified Person Party is to be indemnified. (b) The Company shall indemnify. In connection with the indemnification obligation of the Indemnifying Party as set forth above, defend and hold harmless the Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Purchaser (other than Kingsoft) from and against Indemnified Party for all damages, expenses, losses, costs, claims, proceedings and Liabilities actually suffered or such expenses as they are incurred by any Group Companies or such Purchaser resulting from or arising out Indemnified Party. The aggregate liability of any dispute or claim arising out of any actual or alleged issuance, repurchase, transfer or restructuring of equity interest in KSC Partner Holdings Limited or related equity incentive arrangement (“Restructuring Losses”); provided that the Company shall not be obligated to indemnify such Purchaser Indemnifying Party under this Section 9.1(b) if such Purchaser makes a claim against the Company under this Section 9.1(b) after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liabilities of the Group Companies towards all the Indemnified Persons with respect to a Purchaser under this Section 9 shall be limited to one-hundred (100%) of the Purchase Price actually paid by such Purchaser pursuant to this Agreement; provided that such limitation shall not apply and the Group Companies shall be liable for the entire amount of the Indemnifiable Losses if such losses resulting from, or arising out of, fraud, willful misrepresentation, willful misconduct or gross negligence of any Group Company. (d) Notwithstanding anything to the contrary herein, the Group Companies shall not be obligated to indemnify any Indemnified Person 10.1 in respect of its claims under this Section 9 unless the aggregate amount of all Indemnified Persons’ claims exceeds US$50,000 (or its equivalent in other currencies), in which event the Group Company shall be liable for the entire amount any breach of the Indemnifiable Losses of such Indemnified Person, subject Company Warranty shall not exceed an amount equal to Section 9.1(c) aboveUS$50,000,000.

General Indemnity. 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.