Common use of Xxxxxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 of the Sale and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7. 1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnity may be sought pursuant to this Section 8.2, such Indemnified Party shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 the fullest extent permitted by applicable law, each of (a) the Managers, (b) the Unitholders and Members and their respective Affiliates, (c) the stockholders, members, managers, directors, officers, partners, employees and agents of the Sale Unitholders, Members and Servicing Agreementtheir respective Affiliates, (d) the PR and any “designated individual” and (e) the officers and directors of Vivid Seats, the Servicer Company and each of their Subsidiaries (each,an“Indemnitee”) shall be liable as primary obligor for, indemnified and shall indemnify held harmless by the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") Company from and against, against any and all liabilitieslosses, obligations, lossesclaims, damages, taxes, claims, actions and suits, and any and all reasonable costsliabilities, expenses and disbursements (including reasonable legal fees and expenses) of ), judgments, fines, settlements and other amounts arising from any kind and nature whatsoever all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, "Expenses") “Obligations”), which may at any time may be imposed on, incurred by, or asserted against against, the Owner Trustee or any Indemnified Party in any way relating to Indemnitee as a result of or arising out of this Agreement, the other Basic DocumentsVivid Seats, the Owner Trust EstateCompany, their respective assets, businesses or affairs, or the activities of the Indemnitee on behalf of Vivid Seats, the administration Company or any of their Subsidiaries to the extent within the scope of the Owner Trust Estate or authority reasonably believed to be conferred on such Indemnitee; provided, however, that, to the action or inaction of extent such Indemnitee is not entitled to exculpation with respect to such Obligations pursuant to Section 6.1, the Owner Trustee hereunder, except only that the Servicer Indemnitee shall not be liable entitled to indemnification for any such Obligations to the extent such Indemnitee would not be entitled to exculpation or required indemnification pursuant to indemnify the Owner Trustee articles of incorporation and bylaws of Vivid Seats (as the same may be amended from and against Expenses arising time to time); provided further, that, to the extent such Indemnitee is entitled to exculpation with respect to such Obligations pursuant to Section 6.1, the Indemnitee shall not be entitled to indemnification for any such Obligations to the extent they arise out of such Indemnitee’s (1) material breach of this Agreement or resulting from any other Transaction Document or (2) bad faith violation of the matters described in the third sentence implied contractual covenant of Section 7. 1good faith and fair dealing. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, suit or proceeding (including any governmental by judgment, order, settlement, conviction, or regulatory investigation)upon a plea of nolo contendere, claim or demand its equivalent, shall be brought or asserted against any Indemnified Party in respect not, of which indemnity may be sought itself, create a presumption that the Indemnitee was not entitled to indemnification hereunder. Any indemnification pursuant to this Section 8.2, such Indemnified Party 6.2 shall promptly notify the Servicer in writing, and the Servicer upon request be made only out of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent assets of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party Company and no Member shall have any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all personal liability on claims that are the subject matter of such proceedingaccount thereof.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Sale and Servicing AgreementSecurities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject under the Securities Act, the Servicer shall be liable Exchange Act or other federal or state securities law, insofar as primary obligor forsuch losses, and shall indemnify claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the Owner Trustee following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such capacity a registration statement, including any preliminary prospectus or individually) and its successors, assigns, agents and servants final prospectus contained therein or any amendments or supplements thereto (collectively, the "Indemnified PartiesFilings"), (ii) from and againstthe omission or alleged omission to state in the Filings a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee state securities law or any Indemnified Party in any way relating to rule or arising out of this Agreementregulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay any legal or other Basic Documentsexpenses reasonably incurred by any person to be indemnified pursuant to this subsection 1.8(a) in connection with investigating or defending any such loss, the Owner Trust Estateclaim, the administration of the Owner Trust Estate damage, liability or the action or inaction of the Owner Trustee hereunderaction; provided, except only however, that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7. 1. The indemnities indemnity agreement contained in this Section subsection 1.8(a) shall survive the resignation not apply to amounts paid in settlement of any such loss, claim, damage, liability, or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnity may be sought pursuant to this Section 8.2, action if such Indemnified Party shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with settlement is effected without the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any settlement such loss, claim, damage, liability, or action to the extent that it arises out of any claim or proceeding effected without its is based upon a Violation that occurs in reliance upon and in conformity with written consent, but if settled information furnished expressly for use in connection with such consent registration by any such Holder, underwriter or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceedingcontrolling person.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the Sale and Servicing Agreementextent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Servicer Company shall be liable as primary obligor forindemnify, hold harmless, defend, pay and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, reimburse any Covered Person against any and all liabilitieslosses, obligations, lossesclaims, damages, taxesjudgments, claimsfines or liabilities, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and expenses) any amounts expended in settlement of any kind and nature whatsoever claims (collectively, "ExpensesLosses") to which such Covered Person may at become subject by reason of any time act or omission or alleged act or omission performed or omitted to be imposed onperformed by such Covered Person on behalf of the Company in connection with the business of the Company, incurred byincluding pursuant to the Management Agreement; provided, that (i) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreementnot opposed to, the other Basic Documents, the Owner Trust Estate, the administration best interests of the Owner Trust Estate Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) such Covered Person's conduct did not constitute fraud or willful misconduct, in either case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the action or inaction of the Owner Trustee hereunderforegoing, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7. 1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, suit or proceeding (including any governmental by judgment, order, settlement, conviction, or regulatory investigation)upon a plea of nolo contendere or its equivalent, claim or demand shall be brought or asserted against any Indemnified Party not, of itself, create a presumption that the Covered Person did not act in respect of which indemnity may be sought pursuant to this Section 8.2, such Indemnified Party shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person's conduct was unlawful, or that the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim Covered Person's conduct constituted fraud or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceedingwillful misconduct.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 of the Sale 00 - (x) The Company hereby indemnifies and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) holds Purchaser and its successorsAffiliates and any of their respective partners, assignsdirectors, managers, members, officers, employees and agents and servants (collectivelyeach, the "a “Purchaser Indemnified Parties"Party”) harmless from and against, against any and all liabilitiesLosses (including all Losses in connection with any product liability claims or claims of infringement or misappropriation of any Intellectual Property rights of any Third Parties) incurred or suffered by any Purchaser Indemnified Party arising out of any breach of any representation, obligationswarranty or certification made by the Company in any of the Transaction Documents or certificates given by the Company in writing pursuant hereto or thereto or any breach of or default under any covenant or agreement by the Company pursuant to any Transaction Document, lossesincluding any failure by the Company to satisfy any of the Excluded Liabilities and Obligations. (b) Purchaser hereby indemnifies and holds the Company, damagesits Affiliates and any of their respective partners, taxesdirectors, claimsmanagers, actions officers, employees and suitsagents (each, a “Company Indemnified Party”) harmless from and against any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, Losses incurred by, or asserted against the Owner Trustee or any suffered by a Company Indemnified Party in any way relating to or arising out of this Agreementany breach of any representation, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate warranty or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from certification made by Purchaser in any of the matters described Transaction Documents or certificates given by Purchaser in the third sentence writing pursuant hereto or thereto or any breach of Section 7or default under any covenant or agreement by Purchaser pursuant to any Transaction Document. 1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. (c) If any suitclaim, actiondemand, action or proceeding (including any governmental or regulatory investigation), claim or demand investigation by any Governmental Authority) shall be brought or asserted alleged against any Indemnified Party an indemnified party in respect of which indemnity may is to be sought against an indemnifying party pursuant to the preceding paragraphs, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 8.27.05 unless, and only to the extent that, such Indemnified Party shall promptly notify omission results in the Servicer in writingforfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the Servicer upon request indemnifying party of the Indemnified Party shall retain commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party such indemnified party (orwho shall not, except with the consent of the Servicerindemnified party, be counsel selected by the Indemnified Party acceptable to the Servicer) indemnifying party), and after notice from the indemnifying party to represent such indemnified party of its election so to assume the Indemnified Party and defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7.05 for any others legal or other expenses subsequently incurred by such indemnified party in connection with the Servicer may designate in defense thereof other than reasonable costs of investigation. In any such proceeding and proceeding, an indemnified party shall pay have the right to retain its own counsel, but the reasonable fees and expenses of such counsel related shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such proceedingindemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of such counsel. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The Servicer indemnifying party shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer indemnifying party agrees to indemnify any Indemnified Party the indemnified party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall notNo indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party indemnified party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Partyindemnified party, unless such settlement includes an unconditional release of such Indemnified Party indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent that any breach by the Company of this Agreement does not trigger a Put Option Event, Purchaser’s sole remedy shall be to recover any monetary damages associated with such breach, subject to the other terms and provisions contained in this Agreement.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 (x) The Company agrees to indemnify and hold harmless Purchaser, its Affiliates, and each Person, if any, who controls Purchaser, or any of its Affiliates, within the meaning of the Sale and Servicing AgreementSecurities Act or the Exchange Act (each, the Servicer shall be liable as primary obligor fora "Controlling Person"), and shall indemnify the Owner Trustee respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (in such capacity or individuallyeach an "Indemnified Party") and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") ), from and against, against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided that the Company shall not be obligated to advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigative, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the Company will not be responsible for any claims, liabilities, obligations, losses, damagesdamages or expenses that are determined by final judgment of a court of competent jurisdiction to result from such Indemnified Party's gross negligence, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, willful misconduct or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7bad faith. 1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. (b) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand action shall be brought or asserted against any an Indemnified Party in with respect of to which indemnity may be sought pursuant to against the Company under this Section 8.2Agreement, such Indemnified Party shall promptly notify the Servicer Company in writing, writing and the Servicer upon request Company, at its option, may, assume the defense thereof, including the employment of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the such Indemnified Party and payment of all reasonable fees and expenses. The failure to so notify the Company shall not affect any others obligations the Servicer Company may designate have to such Indemnified Party under this Agreement or otherwise unless the Company is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in which case, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding and on behalf of such Indemnified Party, provided, however, that the Company shall pay not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel, which counsel related to such proceedingshall be designated by Purchaser. The Servicer Company shall not be liable for any settlement of any claim or proceeding such action effected without its the written consent, but if settled with such consent or if there of the Company (which shall not be a final judgment for unreasonably withheld) and the plaintiff, the Servicer Company agrees to indemnify any and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement or judgmentof any action effected with the consent of the Company. The Servicer shall In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent to the Indemnified Party, effect entry of any settlement of judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect of to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is or could have been a party thereto) unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising out of such action, claim, suit or proceeding. (c) If for any reason the foregoing indemnity could have been sought hereunder by is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, unless such settlement includes an unconditional release of the Company shall contribute to the amount paid or payable by such Indemnified Party from all liability on claims that are the subject matter as a result of such proceedingclaims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Purchaser on the other, but also the relative fault of the Company and the Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3, the aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by the Purchaser pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Company on the one hand and the Purchaser on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or by the Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The indemnification, contribution and expense reimbursement obligations set forth in this Section 13.3 (i) shall be in addition to any liability the Company may have to any Indemnified Party at common law or otherwise; (ii) shall survive the termination of this Agreement and the other Transaction Agreements and the payment in full of the Preferred Shares and (iii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Purchaser or any other Indemnified Party.

Xxxxxxxxxxxxxxx. Xx accordance with (x) Xxx Xompany agreex xx xxxxxxxxx and hold harmless Indigo, its employees and representatives and each person who controls Indigo within the meaning of Section 7.2 15 of the Sale and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, Securities Act against any and all liabilities, obligations, losses, damages, taxes, claims, actions damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or at common law in connection with the performance of its duties described herein and suits, and to reimburse persons indemnified as above for any and all reasonable costs, expenses and disbursements legal or other expense (including reasonable legal fees and expenses) the cost of any kind investigation and nature whatsoever (collectively, "Expenses"preparation) which may at incurred by them in connection with any time be imposed on, incurred by, litigation whether or asserted against the Owner Trustee or any Indemnified Party not resulting in any way relating to or arising out of this Agreementliability, the other Basic Documentsprovided, the Owner Trust Estatehowever, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7. 1. The indemnities indemnity agreement contained in this Section 6(a) shall survive not apply to amounts paid in settlement of any such litigation if such settlement is effected without the resignation or termination consent of the Owner Trustee Company, nor shall it apply to Indigo or any person controlling Indigo in respect of any such losses, claims, damages, or liabilities arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the termination Company by Indigo. Indigo agrees within ten days after the receipt by it of this Agreement. If written notice of the commencement of any suit, action, proceeding (including any governmental action against it or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party person controlling it as aforesaid, in respect of which indemnity may be sought pursuant to from the Company on account of the indemnity agreement contained in this Section 8.26(a), such Indemnified Party shall promptly to notify the Servicer Company in writing, and the Servicer upon request writing of the Indemnified Party commencement thereof. The omission of Indigo so to notify the Company of any such action shall retain not relieve the Company from any liability which it may have to Indigo or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection except to the extent that any such failure in giving notice causes the amounts paid by the Company to be greater than it otherwise would have been. In case any such action shall be brought against Indigo or any such controlling person and Indigo shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to Indigo or such controlling person or persons, defendant or defendants in the Indemnified Party litigation; provided, that the Company shall not be required to pay for more than one firm of counsel for all indemnified parties, which firm shall be designated by Indigo. The Company agrees to notify Indigo promptly of the commencement of any litigation or proceeding against it or in connection with the issue and sale of any of its securities and to furnish to Indigo, at its request, copies of all pleadings therein and permit Indigo to be an observer therein and apprise Indigo of all developments therein, all at the Company's expense. (orb) Indigo agrees, in the same manner and to the same extent as set forth in Section 6(a) of this Agreement, to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, with respect to any statement in or omission from the consent of the Servicerinformation provided to investors any amendments thereto, counsel selected by the Indemnified Party acceptable if such statement or omission was made in reliance upon information furnished in writing to the Servicer) Company by Indigo, on its behalf, specifically for use in connection with the preparation of documents to represent the Indemnified Party be provided to prospective investors or any amendment thereof or supplement thereto or by reason of improper selling practices (including failure to comply with, or a violation of, any law or regulation by Indigo, its officers, directors and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceedingregistered placement agents). The Servicer Indigo shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without its consent. In case of commencement of any action, in respect of which indemnity may be sought from Indigo on account of the indemnity agreement contained in this Section 6(b), each person agreed to be indemnified by Indigo shall have the same obligation to notify Indigo as Indigo has toward the Company in Section 6(a) of this Agreement, subject to the same potential loss of indemnity in the event such notice is not given, and Indigo shall have the same right to participate in (and to the extent that it shall wish, to direct) the defense of such action at its own expense, but such defense shall be conducted by one firm of counsel of recognized standing and satisfactory to the Company. Indigo agrees to notify the Company promptly of the commencement of any litigation or proceeding against it or against any such controlling person, of which it may be advised, in connection with the issue and sale of any of the securities of the Company, and to furnish the Company at its request copies of all pleadings therein and permit the Company to be an observer therein and apprise it of all developments therein, all at Indigo's expense. (c) The respective indemnity agreements between Indigo and the Company contained in Sections 6(a) and 6(b) of this Agreement, and the representations and warranties of the Company set forth elsewhere in this Agreement, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of Indigo or by or on behalf of any controlling person of Indigo or the Company any controlling person of the Company, shall survive the delivery of the Units. Any successor of the Company and Indigo or of any controlling person of Indigo, as the case may be, shall be entitled to the benefits of the respective indemnity agreements. (d) In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any person entitled to indemnification under this Section 6 makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such person in circumstances for which indemnification is provided under this Section 6, then, and in each such case, the Company and Indigo shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after any contribution from others) in such proportions so that Indigo is responsible for the proportion that the fees provided for herein bear to the purchase price of the Securities, and the Company is responsible for the remaining portion; provided, that, in any such case, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Within ten days after receipt by any party to this Agreement of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (the "CONTRIBUTING PARTY"), notify the contributing party, in writing, of the commencement thereof, but the omission so to notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder except to the extent that any such failure in giving notice causes the amounts paid by the contributing party to be greater than it otherwise would have been. In case any such action, suit or proceeding is brought against any party, and such party so notifies a contributing party or his or its Placement Agent of the commencement thereof within the aforesaid ten days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim claim, action or proceeding effected without its written consent, but if settled with by such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, party seeking contribution without the prior written consent of such contributing party. The contribution provisions contained in Section 6 are in addition to any other rights or remedies which either party hereto may have with respect to the Indemnified Party, effect any settlement of any pending other or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceedinghereunder.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 of the Sale and Servicing Agreementfullest extent permitted by law, the Servicer JPMCB shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "“Indemnified Parties"”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Basic Transaction Documents, the Owner Trust Estate, the acceptance and administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder; provided, except only that the Servicer JPMCB shall not be liable for or required to indemnify the Owner Trustee any Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7. 16.01; provided, further, that JPMCB shall not be liable for or required to indemnify an Indemnified Party from and against expenses arising or resulting from (i) the Indemnified Party’s own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.03 made by the Indemnified Party. The Owner Trustee’s right to enforce such obligation shall be subject to the provisions of Section 10.09. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If In the event of any suitclaim, action, action or proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of for which indemnity may will be sought pursuant to this Section 8.2Section, such Indemnified Party the Owner Trustee’s choice of legal counsel shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory be subject to the Indemnified Party (orapproval of JPMCB, with the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer which approval shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceedingunreasonably withheld.

Xxxxxxxxxxxxxxx. Xx accordance with the event any Registrable Securities are included in a registration statement under this Section 7.2 2: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Sale Securities Act or the Exchange Act, against any Violation and Servicing Agreementthe Company will pay to each such Holder, underwriter, controlling person or other aforementioned person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action as such expenses are incurred; provided, however, that the Servicer indemnity agreement contained in this subsection 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable as primary obligor forin any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and shall in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, controlling person or other aforementioned person. (b) To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Owner Trustee (Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such capacity registration statement and any controlling person of any such underwriter or individually) and its successorsother Holder, assignsagainst any losses, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, lossesclaims, damages, taxesor liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and suitsonly to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 2.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this subsection 2.9(b) exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder. (c) Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. (d) In order to provide for just and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against equitable contribution to joint liability under the Owner Trustee or any Indemnified Party Securities Act in any way relating to or arising out of case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 2.9, then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other Basic Documentsin connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided however, that, in any such case, (I) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (II) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation; provided further, that in no event shall a Holder’s liability pursuant to this Section 2.9(d), when combined with the amounts paid or payable by such holder pursuant to Section 2.9(b), exceed the proceeds from the offering (net of any underwriting discounts or commissions) received by such Holder, except in the case of willful fraud by such Holder. (e) Unless otherwise superceded by an underwriting agreement entered into in connection with the underwritten public offering, the Owner Trust Estate, the administration obligations of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from Company and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7. 1. The indemnities contained in Holders under this Section 2.9 shall survive the resignation or termination completion of the Owner Trustee or any offering of Registrable Securities in a registration statement under this Section 2, and otherwise and shall survive the termination of this Agreement. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnity may be sought pursuant to this Section 8.2, such Indemnified Party shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 of the Sale (x) The Company hereby indemnifies and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) holds Purchaser and its successorsAffiliates and any of their respective partners, assignsdirectors, managers, members, officers, employees and agents and servants (collectivelyeach, the "a “Purchaser Indemnified Parties"Party”) harmless from and against, against any and all liabilitiesLosses (including all Losses in connection with any product liability claims or claims of infringement or misappropriation of any Intellectual Property rights of any Third Parties) incurred or suffered by any Purchaser Indemnified Party arising out of any breach of any representation, obligationswarranty or certification made by the Company in any of the Transaction Documents or certificates given by the Company in writing pursuant hereto or thereto or any breach of or default under any covenant or agreement by the Company pursuant to any Transaction Document, lossesincluding any failure by the Company to satisfy any of the Excluded Liabilities and Obligations. (b) Purchaser hereby indemnifies and holds the Company, damagesits Affiliates and any of their respective partners, taxesdirectors, claimsmanagers, actions officers, employees and suitsagents (each, a “Company Indemnified Party”) harmless from and against any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, Losses incurred by, or asserted against the Owner Trustee or any suffered by a Company Indemnified Party in any way relating to or arising out of this Agreementany breach of any representation, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate warranty or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from certification made by Purchaser in any of the matters described Transaction Documents or certificates given by Purchaser in the third sentence writing pursuant hereto or thereto or any breach of Section 7or default under any covenant or agreement by Purchaser pursuant to any Transaction Document. 1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. (c) If any suitclaim, actiondemand, action or proceeding (including any governmental or regulatory investigation), claim or demand investigation by any Governmental Authority) shall be brought or asserted alleged against any Indemnified Party an indemnified party in respect of which indemnity may is to be sought against an indemnifying party pursuant to the preceding paragraphs, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 8.27.05 unless, and only to the extent that, such Indemnified Party shall promptly notify omission results in the Servicer in writingforfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the Servicer upon request indemnifying party of the Indemnified Party shall retain commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party such indemnified party (orwho shall not, except with the consent of the Servicerindemnified party, be counsel selected by the Indemnified Party acceptable to the Servicer) indemnifying party), and after notice from the indemnifying party to represent such indemnified party of its election so to assume the Indemnified Party and defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7.05 for any others legal or other expenses subsequently incurred by such indemnified party in connection with the Servicer may designate in defense thereof other than reasonable costs of investigation. In any such proceeding and proceeding, an indemnified party shall pay have the right to retain its own counsel, but the reasonable fees and expenses of such counsel related shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such proceedingindemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of such counsel. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The Servicer indemnifying party shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer indemnifying party agrees to indemnify any Indemnified Party the indemnified party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall notNo indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party indemnified party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Partyindemnified party, unless such settlement includes an unconditional release of such Indemnified Party indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent that any breach by the Company of this Agreement does not trigger a Put Option Event, Purchaser’s sole remedy shall be to recover any monetary damages associated with such breach, subject to the other terms and provisions contained in this Agreement.