SolarCity shall defend, indemnify and hold harmless the Assignee and the Third Party Beneficiary (each an “ Indemnified Person ”) from and against any and all costs, expenses, losses, damages, claims, and liabilities, suffered or sustained by any Indemnified Person (including reasonable fees and expenses of counsel and other professionals) arising out of or resulting from:  (i) the defense of an action, proceeding, motion or other objection in which the sale, conveyance, transfer, assignment and delivery of the Assigned Rights contemplated hereunder is asserted to be any transaction other than a true sale of the Assigned Rights and (ii) with respect to the enforcement or protection of all of Assignee’s and Third Party Beneficiary’s claims and rights under this Agreement, including as part of any restructuring or bankruptcy.