Common use of Each of St Clause in Contracts

Each of St. Xxxxxx and the Trust Manager, jointly and severally, agrees to indemnify and hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither Xx.Xxxxxx nor the Trust Manager will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Xx.Xxxxxx or the Trust Manager by (i) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below or (ii) Credit Suisse First Boston Corporation for inclusion in the Prospectus under the heading "Description of the Class A Notes--The Interest Rate Swaps--Standby Swap Provider" and "Description of the Class A Notes--The Currency Swap--DLJ International Capital and Credit Suisse First Boston (USA), Inc."; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concerned, to the extent that a prospectus relating to such Notes was required to be delivered by such Underwriter under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Notes to such person, a copy of the Prospectus if the Trust Manager had previously furnished copies thereof to such Underwriter.

Each of St. Xxxxxx and the Trust Manager, jointly and severally, agrees to indemnify and hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither Xx.Xxxxxx nor the Trust Manager will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Xx.Xxxxxx or the Trust Manager by (i) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below or (ii) Credit Suisse First Boston Corporation for inclusion in the Prospectus under the heading "Description of the Class A Notes--The Interest Rate Swaps--Standby Swap Provider" and "Description of the Class A Notes--The Currency Swap--DLJ International Capital and Credit Suisse First Boston (USA), Inc."below; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concerned, to the extent that a prospectus relating to such Notes was required to be delivered by such Underwriter under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Notes to such person, a copy of the Prospectus if the Trust Manager had previously furnished copies thereof to such Underwriter.

Each of St. Xxxxxx George and the Trust Manager, jointly and severally, agrees to indemnify and indexxxxx xxx hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus, Preliminary Prospectus or the Final Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (other than, with respect to the Preliminary Prospectus, the blanks and other items identified in the Preliminary Prospectus as to be completed in the Final Prospectus), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither Xx.Xxxxxx St.George nor the Trust Manager will be liable in any such case to xxxx xx the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Xx.Xxxxxx St.George or the Trust Manager by (i) any Underwriter through the Representative xxx Xepresentative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below or (ii) Credit Suisse First Boston Corporation the Currency Swap Provider, for inclusion in each of the Preliminary Prospectus and the Final Prospectus under the heading "Description of the Class A Notes--The Interest Rate Swaps--Standby Swap Provider" and "Description of the Class A NotesHedging Arrangements--The Currency SwapSwaps--DLJ International Capital and Credit Suisse First Boston (USA), Inc."; ," and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus (or any preliminary prospectus amendment or supplement thereto) or the Final Prospectus (or any amendment or supplement thereto), as applicable, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concernedUnderwriter, to the extent that a prospectus relating to such Notes the Initial Preliminary Prospectus (as defined herein), the Preliminary Prospectus, the Final Prospectus or Corrective Information, as applicable, was required to be delivered by such Underwriter under the Securities Act pursuant to Section 10(k) in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation purchaser of the sale of such Class A-1 Notes to such person, a copy of the Initial Preliminary Prospectus (as defined herein), the Preliminary Prospectus, the Final Prospectus or Corrective Information, as applicable (and any amendments or supplements thereto), in accordance with the delivery requirements set forth in Section 10(k), if the Trust Manager had previously furnished copies thereof to such UnderwriterUnderwriter prior to the time such Underwriter was required to deliver the Initial Preliminary Prospectus (as defined herein), the Preliminary Prospectus, the Final Prospectus or Corrective Information, as applicable, (and any amendments or supplements thereto), pursuant to Section 10(k).

Each of St. Xxxxxx George and the Trust Manager, jointly and severally, agrees to indemnify xxxxxxxxx and hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus, Preliminary Prospectus or the Final Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (other than, with respect to the Preliminary Prospectus, the blanks and other items identified in the Preliminary Prospectus as to be completed in the Final Prospectus), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither Xx.Xxxxxx St.George nor the Trust Manager will be liable in any such case to the xx xxx extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Xx.Xxxxxx St.George or the Trust Manager by (i) any Underwriter through the xxxxxxx xhe Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below or (ii) Credit Suisse First Boston Corporation the Currency Swap Provider, for inclusion in each of the Preliminary Prospectus and the Final Prospectus under the heading "Description of the Class A Notes--The Interest Rate Swaps--Standby Swap Provider" and "Description of the Class A NotesHedging Arrangements--The Currency SwapSwaps--DLJ International Capital and Credit Suisse First Boston (USA), Inc."; National Westminster Bank Plc," and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Prospectus (or any preliminary prospectus amendment or supplement thereto) or the Final Prospectus (or any amendment or supplement thereto), as applicable, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concernedUnderwriter, to the extent that a prospectus relating to such Notes the Initial Preliminary Prospectus (as defined herein), the Preliminary Prospectus, the Final Prospectus or Corrective Information, as applicable, was required to be delivered by such Underwriter under the Securities Act pursuant to Section 10(k) in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation purchaser of the sale of such Class A-1 Notes to such person, a copy of the Initial Preliminary Prospectus (as defined herein), the Preliminary Prospectus, the Final Prospectus or Corrective Information, as applicable (and any amendments or supplements thereto), in accordance with the delivery requirements set forth in Section 10(k), if the Trust Manager had previously furnished copies thereof to such UnderwriterUnderwriter prior to the time such Underwriter was required to deliver the Initial Preliminary Prospectus (as defined herein), the Preliminary Prospectus, the Final Prospectus or Corrective Information, as applicable, (and any amendments or supplements thereto), pursuant to Section 10(k).