Counterparty shall indemnify and hold harmless MUFG and any of its affiliates, directors, officers, employees, partners, controlling entities or agents (each, an “ Indemnified Party ”) from and against any and all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“ Losses ”) arising out of or attributable to (i) Counterparty’s actions taken or not taken in connection with this Confirmation or the Transaction and (ii) the engagement of MUFG pursuant to, and the performance by MUFG of the services contemplated by this Confirmation, except to the extent that such Loss is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or bad faith of any Indemnified Party. This indemnity agreement shall be in addition to any liability that Counterparty otherwise may have. The provisions of this paragraph shall survive the termination of this Confirmation.