The Issuers shall, jointly and severally, indemnify, hold harmless and defend the Trustee and the Escrow Agent and their respective directors, officers, agents, employees and controlling persons, (each, an “ Indemnified Person ”) from and against any and all claims, actions, obligations, liabilities and expenses, including reasonable defense costs, reasonable investigative fees and costs, reasonable legal fees (including costs and legal fees incurred in enforcing this indemnity), and claims for damages, arising from the Trustee’s or the Escrow Agent’s performance or non- performance, or in connection with the Escrow Agent’s acceptance of appointment as the Escrow Agent under this Agreement, except to the extent that such liability, expense or claim is solely and directly attributable to the gross negligence or willful misconduct of any such Indemnified Person as finally determined by a court of competent jurisdiction. Neither Issuer shall be responsible for any settlement made without its consent. The provisions of this Section 5 shall survive any termination, satisfaction or discharge of this Agreement as well as the resignation or removal of the Escrow Agent or the Trustee, as applicable.