Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion in the Registration Statement or Final Prospectus or any amendment or supplement thereof, or arises out of or is based upon statements in or omissions from that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) such indemnity with respect to the Basic Prospectus or the Final Prospectus shall not inure to the benefit of any Underwriter (or any amendment theretoperson controlling such Underwriter) from whom the person asserting any such loss, claim, damage or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as amended or supplement theretosupplemented) excluding documents incorporated therein by reference at or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Securities to such person in any case where such delivery is required by the TIA Act and the untrue statement or omission of a trustee on Form T-1, and (ii) material fact contained in the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation Basic Prospectus or any pending preliminary Final Prospectus was corrected in the Final Prospectus (or threatened governmental agency investigation the Final Prospectus as amended or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldsupplemented), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability liability, action, litigation, investigation or actionproceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective partners, directors and officers, officers and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (or any amendment or supplement (when considered together with the document to the Registration Statement)which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in Preliminary Prospectus, Pricing Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or any amendment thereofor supplement (when considered together with the document to which such supplement relates) thereto, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (amade in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement or the Final Prospectus, or any such amendment or supplement(s) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf any Underwriter of such Underwriter specifically the applicable Securities through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriterthe Manager, its affiliates and their respective directors and the directors, officers, employees and agents of the Manager and each person who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to for the Registration Statement), or arise out registration of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Shares as originally filed or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, 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 a material fact contained in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Act, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the Manager specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Depositor and MBFS USA will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them other indemnified person may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated in the Registration Statement (Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom to state in the Registration Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package a Permitted Underwriter Communication or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, andhowever, that this subsection (ii) shall not apply to untrue statements, alleged untrue statements, omissions and alleged omissions contained in each casea Permitted Underwriter Communication that result from or are based upon errors or omissions in the Issuer Information, agrees to reimburse and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by them it in connection with investigating investigating, preparing, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that (i) the Company . The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating available to any Underwriter furnished to the Company by indemnified party at law or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveequity.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter Underwriter, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in Basic Prospectus, any Preliminary Final Prospectus, the Time of Sale Prospectus, the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, including those set forth on Schedule II or any amendment thereof, III hereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, . The Company agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case arising in connection with this Section 10 to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company Each of the Company, TW NY and TWE agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Base Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) none of the Company shall not Company, TW NY or TWE will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Company, TW NY or TWE by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company Company, TW NY or TWE may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective partners, directors and officers, officers and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (or any amendment or supplement (when considered together with the document to the Registration Statement)which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in Preliminary Prospectus, Pricing Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or any amendment thereofor supplement (when considered together with the document to which such supplement relates) thereto, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (amade in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement or the Final Prospectus, or any such amendment or supplement(s) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf any Underwriter of such Underwriter specifically the applicable Securities through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment to the Registration Statement)thereto, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in Base Prospectus, any Preliminary Prospectus, the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Pricing Prospectus, the Prospectus, or any amendment thereofor supplement thereto, the Disclosure Package, or arise out any “issuer free writing prospectus” (as defined in Rule 433(d) under the Securities Act) relating to the offering of the Securities, or are based upon the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or Statement, the Base Prospectus, any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Preliminary Prospectus, the General Disclosure Package or Pricing Prospectus, the Final Prospectus (Prospectus, or any amendment or supplement thereto) , the Disclosure Package, or (b) any such issuer free writing prospectus, made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, reliance upon and (ii) in conformity with written information furnished to the Company shall not be liable by any Underwriter through the Representatives expressly for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveuse therein.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Securities as originally filed or in any amendment to thereof, or in the Registration Statement)Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom (in the case of any Computational Materials or ABS Term Sheets in respect of which the Company agrees to indemnify any Underwriter, as set forth below, when such are read in conjunction with the Final Prospectus) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein (A) in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in connection with the Registration Statement preparation thereof or (or B) in any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (Current Report or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld)thereof, except to the extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the information concerning the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of any Computational Materials or ABS Term Sheets included in such consent Current Report (or amendment or supplement thereof), (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as amended or supplemented), and (iii) such indemnity with respect to any Collateral Error shall not required pursuant inure to Section 6(dthe benefit of any Underwriter (or any person controlling any Underwriter) hereoffrom whom the person asserting any loss, claim, damage or liability received any Computational Materials or ABS Term Sheets that were prepared on the basis of such Collateral Error, if, prior to the time of confirmation of the sale of the Securities to such person, the Company notified such Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error"), and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriterthe Underwriters, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter the Underwriters, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereof (including the Registration StatementRule 430B Information), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; (ii) arise out of or are based upon any untrue statement or alleged untrue statement of material fact included in any Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereof) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or ; and (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company and Operating Partnership, andjointly and severally, in each case, agrees agree to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall and the Operating Partnership will not be liable in any such case arising in connection with this Section 7 to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to with the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofUnderwriters Content. This indemnity agreement will be in addition to any liability that liability, which the Company and the Operating Partnership may otherwise have.

Indemnification and Contribution. (a) The Company agrees Partnership Parties jointly and severally agree to indemnify and hold harmless each Underwriter, its the directors, officers, employees and agents of each Underwriter, affiliates and their respective directors and officersof each Underwriter who have, or are alleged to have, participated in the distribution of Units as underwriters, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (registration statement for the registration of the Units as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade (with respect to the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus), not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Partnership Parties will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Partnership by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to in Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that which the Company Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The Each of the Company and Holdings, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Time of Sale Information, or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holdings will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company or Holdings may otherwise have.

Indemnification and Contribution. (a) The Company agrees Issuers agree, jointly and severally, to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus or in any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, any information of the Issuers that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, ; and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldin Section 8(b), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company Issuers may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability liability, action, litigation, investigation or actionproceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereoffact, or arise out of or are based upon the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading, andin any Preliminary Prospectus, the Final Prospectus, or in each caseany amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveinclusion therein.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates and their respective directors and officerseach person, and each person if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter, director, officer, agent, affiliate or any of them controlling person may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Registration Statement)Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus (or any amendment thereofor supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by you, or on behalf of such by any Underwriter through you, specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofpreparation thereof. This The indemnity agreement will set forth in this Section 6(a) shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Underwriters, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they the Underwriters or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Pricing Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in order each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or the Pricing Disclosure Package, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, 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(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party the Underwriters for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Statement, the General Pricing Disclosure Package or Package, the Final Prospectus (Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1Securities Act, or any Section 5(d) Writing, in reliance upon and (ii) in conformity with written information furnished to the Company shall not be liable for any loss, liability or expense on behalf of any settlement or compromise of or consent to entry of judgment with respect toUnderwriter by the Representative specifically for use in the preparation thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto which written information is effected without the prior written consent of the Company (which consent shall not be unreasonably withhelddescribed in Section 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Each of the Company and Holdings, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus (or in any amendment thereof or supplement thereto or in thereto), any Issuer Free Writing Prospectus or any amendment thereofthe Time of Sale Information, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holdings will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company or Holdings may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective directors and directors, officers, agents and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter, director, officer, agent or any of them controlling person may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Registration Statement)Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus (or any amendment thereofor supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter, director, officer, agent or controlling person for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by you, or on behalf of such by any Underwriter through you, specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofpreparation thereof. This The indemnity agreement will set forth in this Section 6(a) shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any subsequent amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any amendment other preliminary prospectus supplement relating to the Registration Statement)Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheets required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Each Issuer, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (registration statement for the registration of the Securities as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, or (2ii) arise out of the Base Prospectus, any Preliminary Prospectus or based upon any untrue statement other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or alleged untrue statement of a material fact the information contained in the General Disclosure Package or in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under in which they were made, therein not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company which any Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Depositor and MBFS USA will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them other indemnified person may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated in the Registration Statement (Statement, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom to state in the Registration Statement, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package a Permitted Underwriter Communication or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, andhowever, that this subsection (ii) shall not apply to untrue statements, alleged untrue statements, omissions and alleged omissions contained in each casea Permitted Underwriter Communication that result from or are based upon errors or omissions in the Issuer Information, agrees to reimburse and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by them it in connection with investigating investigating, preparing, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that (i) the Company . The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating available to any Underwriter furnished to the Company by indemnified party at law or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveequity.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal Federal, state or state foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Registration Statement)Securities Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus, the Disclosure Package, the Prospectus (or any amendment thereofor supplement thereto), or arise out of the Final Term Sheet or are based upon the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written with information relating to any Underwriter furnished in writing to the Company by or on behalf of such any Underwriter specifically expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Statement, the General Disclosure Package or Package, the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Partnership Parties agree, jointly and severally, to indemnify and hold harmless each UnderwriterManager, its affiliates affiliates, directors, officers, employees and their respective directors and officersagents, and each person who controls any Underwriter Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”) or any amendment to the Registration Statement)Issuer Free Writing Prospectus, or arise out of in any amendment thereof or are based upon supplement thereto, (ii) the omission or alleged omission therefrom of to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2iii) arise out of or based upon any untrue statement the omission or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or omission to state in any amendment thereof Prospectus, any Non-Prospectus Road Show or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Partnership Parties will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Partnership Parties by or on behalf of such Underwriter the Managers specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts on behalf of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent Managers consists of the Company (which consent shall not be unreasonably withheld), except to the extent that information described as such consent is not required pursuant to in Section 6(d7(b) hereof. This indemnity agreement will be in addition to any liability that which the Company Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the affiliates, directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus or the information contained in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Depositor and MBFS USA will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them other indemnified person may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated in the Registration Statement (Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom to state in the Registration Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package a Permitted Underwriter Communication or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, andhowever, that this subsection (ii) shall not apply to untrue statements, alleged untrue statements, omissions and alleged omissions contained in each casea Permitted Underwriter Communication that result from or are based upon errors or omissions in the Issuer Information, agrees to reimburse and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by them it in connection with investigating investigating, preparing, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that (i) the Company . The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating available to any Underwriter furnished to the Company by indemnified party at law or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveequity.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Securities, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of any Underwriter (or any person controlling such Underwriter) in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriterthe Dealer Manager, its affiliates and their respective directors and the directors, officers, employees and agents of the Dealer Manager and each person who controls any Underwriter the Dealer Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Dealer Manager may become subject under the Securities Act, the Exchange Act, Act or other Federal federal, state or state foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) relate to, arise out of of, or are based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statementor supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Preliminary Prospectus, the Prospectus, the accompanying letter of transmittal and consent, the Schedule TO, the Rule 165 Material, the notice of guaranteed delivery, and all other documents filed or to be filed with any federal, state or local government or regulatory agency or authority in connection with the Final Prospectus Exchange Offer or in any amendment thereof the Consent Solicitation, each as prepared or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofapproved by the Company, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and(3) the Company’s failure to make or consummate the Exchange Offer or the withdrawal, rescission, termination, amendment or extension of the Exchange Offer or any failure on the Company’s part to comply with the terms and conditions contained in each casethe Offering Documents, (4) any action or failure to act by the Company or its respective directors, officers, agents or employees or by any indemnified party at the request or with the consent of the Company, or (5) otherwise related to or arising out of the Dealer Manager’s engagement hereunder or any transaction or conduct in connection therewith, except that clauses (3), (4) and (5) shall not apply with respect to the portion of any losses that are finally judicially determined by a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such indemnified party, and in the case of clause (1), (2), (3) or (4) of this sentence, the Company agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Offering Documents, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to with the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofDealer Manager Information. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each caseor breach of the representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriter (or any person controlling the Underwriter) in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is set forth in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or in the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, (ii) with respect to the Registration Statement), Statement or arise out of or are based upon in any amendment thereof the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of with respect to any Preliminary Prospectus, or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus Prospectus, or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they such statements were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430A of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or in the Prospectus), or any Issuer Free Writing Prospectus or any amendment thereofWritten Testing-the-Waters Communication or the Marketing Materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each the such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or actionaction (or any legal or other expense reasonably incurred in connection with the evaluation, investigation or defense thereof); provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, the Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise havehave and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

Indemnification and Contribution. (a) A. The Company Depositor agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which they such Underwriter or any of them such controlling person may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon (iv) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and shall reimburse such Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred by them such Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company Depositor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Depositor by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This The foregoing indemnity agreement will be is in addition to any liability that which the Company Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter. The only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(I) hereof.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Underwriters and each Underwriterdealer chosen by the Representative that participates in the offer and sale of the Securities (each a “Selected Dealer”), its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages damages, expenses or liabilities, joint liabilities whatsoever whether arising out of any action between the Underwriters and the Company; between any of the Underwriters and any third party or severalotherwise, to which they the Underwriters or any of them such person may become subject subject, under the Securities Act, the Exchange Act, Act or any other Federal statute or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Pricing Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in order each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or the Pricing Disclosure Package, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, 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(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will promptly reimburse each such indemnified party the Underwriters for any legal or other expenses reasonably incurred by them in connection with investigating evaluating, investigating, preparing or defending any against such litigation (commenced or threatened), loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Statement, the General Pricing Disclosure Package or Package, the Final Prospectus (Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1Securities Act, or any Section 5(d) Writing, in reliance upon and (ii) in conformity with written information furnished to the Company shall not be liable for any loss, liability or expense on behalf of any settlement or compromise of or consent to entry of judgment with respect toUnderwriter by the Representative specifically for use in the preparation thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto which written information is effected without the prior written consent of the Company (which consent shall not be unreasonably withhelddescribed in Section 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion in the Registration Statement or Final Prospectus or any amendment or supplement thereof, and (ii) such indemnity with respect to the Basic Prospectus or the Final Prospectus shall not inure to the benefit of any Underwriter (or any amendment theretoperson controlling such Underwriter) from whom the person asserting any such loss, claim, damage or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Shares which are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as amended or supplement theretosupplemented) excluding documents incorporated therein by reference at or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Shares to such person in any case where such delivery is required by the TIA Act and the untrue statement or omission of a trustee on Form T-1, and (ii) material fact contained in the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation Basic Prospectus or any pending preliminary Final Prospectus was corrected in the Final Prospectus (or threatened governmental agency investigation the Final Prospectus as amended or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldsupplemented), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Corporation agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Agent and each person who controls any Underwriter Agent within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 1933 Act, the Exchange Act, 1934 Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Corporation will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Corporation by or on behalf of such Underwriter any Agent specifically for use inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) thereof, or (b) made arises out of or is based upon statements in those parts or omissions from that part of the Registration Statement constituting a which shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the TIA 1939 Act of a trustee on Form T-1either of the Trustees, and (ii) such indemnity with respect to the Company Prospectus shall not be liable for inure to the benefit of any Agent (or any person controlling such Agent) from whom the person asserting any such loss, claim, damage or liability or expense of any settlement or compromise of or consent purchased the Notes which are the subject thereof if the Agent failed to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent deliver a copy of the Company (which consent shall not be unreasonably withheld), except Prospectus as amended or supplemented to such person in connection with the sale of such Notes excluding documents incorporated therein by reference at or prior to the extent that written confirmation of the sale of such consent Notes to such person in any case where such delivery is not required pursuant to Section 6(d) hereofby the 1933 Act and the untrue statement or omission of a material fact contained in the Prospectus was corrected in the Prospectus as amended or supplemented. This indemnity agreement will be in addition to any liability that which the Company Corporation may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereoffact, or arise out of or are based upon the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading, andin any Preliminary Prospectus, the Final Prospectus, or in each caseany amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to in Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to CareTrust and the Operating Partnership shall, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and affiliates, their respective directors officers, directors, employees and officersagents, and each person person, if any, who controls any Underwriter such indemnified party within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment to the Registration Statement), or arise out of supplement thereto or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the General Disclosure Package or in the Final Time of Sale Prospectus or in the Prospectus, or any amendment thereof or supplement thereto thereto, or in any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such indemnified party in connection with investigating or defending against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company CareTrust shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or Statement, any amendment thereto) or any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (Prospectus, or any amendment or supplement thereto) , or (b) made any Issuer Free Writing Prospectus, in those parts reliance upon and in conformity with written information furnished to CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to information described in Section 6(d7(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject (including in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including losses, claims, damages or liabilities (or actions in respect thereof) (1) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment thereto) untrue statement or any Issuer Free Writing Prospectus (alleged untrue statement of material fact or any amendment thereto) omission or alleged omission to state therein a material fact purchased Shares, if a copy of the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that available at the time) in which such consent untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is not required pursuant to the result of noncompliance by the Company with Section 6(d4(d) hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Offerors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 1933 Act, the Exchange Act, 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Offerors will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Offerors by or on behalf of such any Underwriter through the Representative specifically for use inclusion in the Registration Statement or Final Prospectus or any amendment or supplement thereof, or arises out of or is based upon statements in or omissions from that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the 1939 Act of any Trustee, and (ii) such indemnity with respect to the Basic Prospectus or the Final Prospectus shall not inure to the benefit of any Underwriter (or any amendment theretoperson controlling such Underwriter) from whom the person asserting any such loss, claim, damage or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Capital Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as amended or supplement theretosupplemented) excluding documents incorporated therein by reference at or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Capital Securities to such person in any case where such delivery is required by the TIA 1933 Act and the untrue statement or omission of a trustee on Form T-1, and (ii) material fact contained in any preliminary Final Prospectus was corrected in the Company shall not be liable for any loss, liability Final Prospectus or expense of any settlement the Final Prospectus as amended or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofsupplemented. This indemnity agreement will be in addition to any liability that which the Company Offerors may otherwise have.

Indemnification and Contribution. (a) The Company agrees Each of the BreitBurn Parties hereby agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates and their respective directors agents participating in this offering (a “Participating Affiliate”), directors, officers and officers, employees and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units), to which they that Underwriter, Participating Affiliate, director, officer, employee or any of them controlling person may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement (or any amendment to Preliminary Prospectus, the Registration Statement), the Prospectus or arise out in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) used or are based upon referred to by any Underwriter, (D) any “road show” (as defined in Rule 433 of the Rules and Regulations) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”) or (ii) the omission or alleged omission therefrom of a to state in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information or any Non-Prospectus Road Show, any material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade (other than with respect to the Registration Statement), not misleading, and, in each case, agrees to and shall reimburse each Underwriter and each such indemnified party Participating Affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by them that Underwriter, Participating Affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company BreitBurn Parties shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information or any Non-Prospectus Road Show, in reliance upon, upon and in conformity with, with written information relating to any concerning such Underwriter furnished to the Company Partnership through the Representatives by or on behalf of such any Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts inclusion therein, which information consists solely of the Registration Statement constituting a Statement of Eligibility under information specified in Section 8(e). In the TIA of a trustee on Form T-1, event that it is finally judicially determined that the Underwriters were not entitled to receive payments for legal and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required other expenses pursuant to Section 6(d) hereofthis subparagraph, the Underwriters will promptly return all sums that had been advanced pursuant hereto. This The foregoing indemnity agreement will be is in addition to any liability that the Company BreitBurn Parties may otherwise havehave to any Underwriter or to any Participating Affiliate, director, officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officerseach person, and each person if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, any Underwriter’s officers and directors, each affiliate of any Underwriter within the meaning of Rule 405 under the Act, as well as any affiliate’s officers and directors against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or and (2ii) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Preliminary Prospectus or in the Prospectus, or any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act (taken together with the Pricing Disclosure Package), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the Underwriters through you specifically for use in connection with the Registration Statement (or any amendment thereto) preparation thereof, it being understood and agreed that the only such information furnished by the Underwriters through you for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts consists of the Registration Statement constituting a Statement of Eligibility following information in the Prospectus: the third sentence in the fifth paragraph and the eleventh and twelfth paragraphs under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofcaption “Underwriting”. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Each of the Company and the Sponsor agrees to indemnify and hold each of you harmless each Underwriter, its affiliates and their respective directors and officers, and each person person, if any, who controls any Underwriter you within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Designated Notes), to which they either of you or any of them such controlling person may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law 1933 Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, (or any amendment to the Registration Statement), or arise out of or are based upon ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon (iv) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and shall reimburse each of you and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred by them either of you or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company and the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in any Base Prospectus, the Final Prospectus or the Registration Statement in reliance upon, upon and in conformity with, written information relating to with any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement Information (or any amendment theretodefined below) or any Issuer Free Writing Terwin-Provided Information (defined below); and provided, further, that as to any Base Prospectus (or any amendment thereto) this indemnity shall not inure to each of your benefit or the General Disclosure Package benefit of any controlling person on account of any loss, claim, damage, liability or action arising from the sale of the Designated Notes to any person by either of you if either of you failed to send or give a copy of the Final Prospectus (Prospectus, as amended or any amendment or supplement thereto) or (b) made in those parts supplemented, to that person within the time required by the 1933 Act. For purposes of the Registration Statement constituting a Statement of Eligibility under last proviso to the TIA of a trustee on Form T-1immediately preceding sentence, and (ii) the Company term “Final Prospectus” shall not be liable for any lossdeemed to include the documents incorporated therein by reference, liability or expense and each of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent you shall not be unreasonably withheld), except obligated to the extent that send or give any supplement or amendment to any document incorporated therein by reference to any person other than a person to whom either of you had delivered such consent is not required pursuant incorporated document or documents in response to Section 6(d) hereofa written request therefor. This The foregoing indemnity agreement will be is in addition to any liability that which each of the Company and the Sponsor may otherwise havehave to either of you or any person who controls either of you.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees, Affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1x) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2y) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they those statements were made, not misleading, and, in each case, ; and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the General Disclosure Package or in the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (inclusion therein; provided further, that with respect to any untrue statement or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) omission of material fact made in those parts of any Preliminary Prospectus, the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (iiindemnity agreement contained in this Section 7(a) the Company shall not be liable for inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect topurchased the securities concerned, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that any such consent is loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the relevant Prospectus to the Representatives, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not required pursuant sent or given to Section 6(d) hereofsuch person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person or entity who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees and Holding, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement)Prospectus, or arise out of or are based upon caused by the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to ; and will reimburse each such indemnified party Underwriter and person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holding will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company or Holding as herein stated by or on behalf of such Underwriter the Underwriters specifically for use in connection with the Registration Statement preparation thereof (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1“Underwriters’ Information”), and (ii) the Company such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus (or supplement thereto) shall not be liable for inure to the benefit of any Underwriter (or any person controlling the Underwriter) from whom the person asserting any loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding purchased the Offered Notes that are the subject thereof if such settlement person was not sent a copy of a supplement to such Prospectus at or compromise of or consent prior to entry of judgment with respect thereto is effected without the prior written consent confirmation of the sale of such Offered Notes and the untrue statement or omission of a material fact contained in such Prospectus (or supplement thereto) was corrected (a “Corrected Statement”) in such other supplement and such supplement was furnished by the Company (which consent shall not be unreasonably withheld), except or Holding to the extent that Underwriters prior to the delivery of such consent is not required pursuant to Section 6(d) hereofconfirmation. This indemnity agreement will be in addition to any liability that which the Company or Holding may otherwise have. Each Underwriter agrees to indemnify and hold harmless the Company, Holding, each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each person who controls the Company or Holding within the meaning of the Act or the Exchange Act to the same extent as the foregoing indemnities from the Company and Holding to the Underwriter, but only with reference to written information furnished to the Company or Holding by or on behalf of the Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. Each of the Company and Holding acknowledges that the statements set forth on the cover page of the Prospectus Supplement on the line across from “Price to public,” in the table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class C Underwriters and the Principal Amount of Class C Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table following the third paragraph under the heading “Underwriting” in the Prospectus Supplement and in the penultimate paragraph under the heading “Underwriting” in the Prospectus Supplement constitute the information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus, and the Underwriters confirm that such statements are correct.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they the Underwriter or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any amendment materials or information provided to investors by, or with the Registration Statementapproval of, the Company in connection with the marketing of the offering of the Common Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, misleading or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Prospectus (or in the Final Prospectus or in any amendment thereof or supplement thereto or in thereto), any Issuer Free Writing Prospectus or any amendment thereofthe Time of Sale Disclosure Package, or arise out of or are based upon the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) (1) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be -------- ------- liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further, that the indemnity agreement provided in this -------- ------- Section 9(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment theretountrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 5(d) or hereof. The indemnity agreement in this Section 9(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Issuer Free Writing Prospectus (or any amendment thereto) Underwriter within the meaning of the Act or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofExchange Act. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriterthe several Underwriters, its affiliates and their respective affiliates, directors and officers, officers and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Underwriters may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement (at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, at the Registration Statementinstruction of, the Company in connection with the marketing of the offering of the Common Stock ( “Marketing Materials” ), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in and will reimburse the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party Underwriters for any legal or other expenses reasonably incurred by them in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment thereto) or supplement, any Issuer Free Writing Prospectus (or in any Marketing Materials, in reliance upon and in conformity with information provided in writing to the Company by 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 Section 6(f). In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any amendment thereto) alleged statement or omission, described in this Section 6(a), it will reimburse the General Disclosure Package Underwriters on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts absence of a judicial determination as to the propriety and enforceability of the Registration Statement constituting Company’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a Statement court of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to competent jurisdiction. To the extent that any such consent interim reimbursement payment is so held to have been improper, the Underwriters shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by U.S. Bank (the “Prime Rate”). Any such interim reimbursement payments which are not required pursuant made to Section 6(d) hereofthe Underwriters within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (registration statement for the registration of the Securities as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, or (2ii) arise out of the Base Prospectus, any Preliminary Prospectus or based upon any untrue statement other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or alleged untrue statement of a material fact the information contained in the General Disclosure Package or in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereof, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any subsequent amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus or in any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or any Road Show, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldin Section 8(b), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective directors and directors, officers, employees, and agents and the affiliates of such Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they any such person or any of them entity may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), thereto or arise out of or are based upon the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, in the Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any other Free Writing Prospectus or “written communication” (as defined in Rule 405 under the Act), the General Disclosure Package or (or, in the Final Prospectus or in each case, any amendment thereof or supplement thereto to any of the foregoing, including the General Disclosure Package as subsequently amended or in any Issuer Free Writing Prospectus or any amendment thereofsupplemented), or arise out of or are based upon the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written information relating to any with the Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) Information or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSelling Shareholder Information.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Placement Agent, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they the Placement Agent or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the most recent time of effectiveness and at any subsequent time pursuant to Rule 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or in any Issuer Free Writing Prospectus the Final Prospectus) or any amendment thereofroad-show materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party the Placement Agent for any legal or other expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or actionaction (or any legal or other expense reasonably incurred in connection with the evaluation, investigation or defense thereof); provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto or any road-show materials, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the Placement Agent specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to and the Note --------------------------------- Issuer will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (registration statement for the registration of the Certificates as originally filed or in any amendment to thereof, or in the Registration Statement)Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor the -------- ------- Note Issuer will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Note Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, (ii) neither the Company nor the Note Issuer 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Note Issuer by or on behalf of the Infrastructure Bank specifically for inclusion therein and (iii) such indemnity with respect to any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter or any person controlling such Underwriter specifically for use in from whom the Registration Statement (person asserting any such loss, claim, damage or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Certificates that are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as supplemented) at or supplement thereto) or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Certificates to such person in any case where such delivery is required by the TIA Act and the untrue statement or omission of a trustee on Form T-1, and material fact contained in the Preliminary Final Prospectus was corrected in the Final Prospectus (ii) or the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldFinal Prospectus as supplemented), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company and the Note Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any material inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any material failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriter (or any person controlling the Underwriter) in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, as incurred, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) (1) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement made by the Company in Section 1 hereof; or (ii) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement (Statement, any Pre-Effective Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of (B) in any blue sky application or are other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, documents or information being hereinafter called a “Blue Sky Application”); or (iii) the omission or alleged omission therefrom of to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, andor the omission or alleged omission to state in any Pre-Effective Prospectus, the Effective Prospectus, the Final Prospectus or any supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in each casethe light of the circumstances under which they were made, agrees to not misleading; and shall reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, except that (i) the Company shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company through the Representative by or on behalf of such any Underwriter specifically for use in the preparation of the Registration Statement (or Statement, any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Pre-Effective Prospectus, the General Disclosure Package or Effective Prospectus, the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveBlue Sky Application.

Indemnification and Contribution. (a) The Company agrees to and the Issuer will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates the directors, officers, members, employees and their respective directors and officersagents of each Underwriter, and each person who controls any Underwriter Underwriter, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (registration statement for the registration of the Transition Bonds as originally filed or in any amendment to thereof, or in the Registration StatementBasic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or the Computational Materials and ABS Term Sheets (as defined in Section 11 hereof), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor the Issuer will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Issuer or the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein; provided further, that with respect to any untrue statement or omission of material fact made in any Preliminary Final Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter or any person controlling such Underwriter specifically for use in from whom the Registration Statement (or person asserting any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any such loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect topurchased the Transition Bonds that are the subject thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that any such consent is loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company or the Issuer had previously furnished copies of the Final Prospectus to the Representative, (x) delivery of the Final Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Final Prospectus was corrected in the Final Prospectus and (z) there was not required pursuant sent or given to Section 6(d) hereofsuch person, at or prior to the written confirmation of the sale of such Transition Bonds to such person, a copy of the Final Prospectus. This indemnity agreement will be in addition to any liability that which the Company and the Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees Issuers agree, jointly and severally, to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus or in any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, any information of the Issuers that the Partnership has filed or is required to file pursuant to Rule 433(d) under the Act, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise arising out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Partnership by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company Issuers may otherwise have.

Indemnification and Contribution. (a) The Company agrees WFSRC and WFS jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates Underwriter from and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilitiesdamages, liabilities and judgments, joint or several, to which they or any of them such Underwriter may become subject under the Securities Act, Act or the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities judgments (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, each Preliminary Prospectus (if any), each Collateral Term Sheet (if any), each Structural Term Sheet (if any), all Computational Materials (if any), the Prospectus or any amendment to the Registration Statement), or arise out of supplement thereto or are based upon the (ii) any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and WFSRC and WFS will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability liability, judgment or actionaction as such expenses are incurred; provided, however, that (i) the Company shall not neither WFSRC nor WFS will be liable in any such case to the extent that any such loss, claim, damage, liability or liability judgment arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission (a) made therein from any such document in reliance upon, upon and in conformity with, with written information relating furnished to WFSRC by the Underwriters through the Representative specifically for use therein, it being understood that the only such information furnished by any Underwriter consists of the following information in the Prospectus Supplement furnished to the Company by or on behalf of such Underwriter specifically for use each Underwriter: under the caption "Underwriting", the (i) concession and reallowance figures appearing in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, second table and (ii) information regarding discretionary sales contained in the Company shall not be liable for any losssecond, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havethird and sixth paragraphs.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Underwriters, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or any amendment thereofthe Marketing Materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and will reimburse each such indemnified party for any actual and documented legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriters (or any person controlling the Underwriters) in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the related Underwriters specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees and Holding, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement)Prospectus, or arise out of or are based upon caused by the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to ; and will reimburse each such indemnified party Underwriter and person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holding will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company or Holding as herein stated by or on behalf of such Underwriter the Underwriters specifically for use in connection with the Registration Statement preparation thereof (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1“Underwriters’ Information”), and (ii) the Company such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus (or supplement thereto) shall not be liable for inure to the benefit of any Underwriter (or any person controlling the Underwriter) from whom the person asserting any loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding purchased the Offered Notes that are the subject thereof if such settlement person was not sent a copy of a supplement to such Prospectus at or compromise of or consent prior to entry of judgment with respect thereto is effected without the prior written consent confirmation of the sale of such Offered Notes and the untrue statement or omission of a material fact contained in such Prospectus (or supplement thereto) was corrected (a “Corrected Statement”) in such other supplement and such supplement was furnished by the Company (which consent shall not be unreasonably withheld), except or Holding to the extent that Underwriters prior to the delivery of such consent is not required pursuant to Section 6(d) hereofconfirmation. This indemnity agreement will be in addition to any liability that which the Company or Holding may otherwise have. Each Underwriter agrees to indemnify and hold harmless the Company, Holding, each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each person who controls the Company or Holding within the meaning of the Act or the Exchange Act to the same extent as the foregoing indemnities from the Company and Holding to the Underwriter, but only with reference to written information furnished to the Company or Holding by or on behalf of the Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. Each of the Company and Holding acknowledges that the statements set forth on the cover page of the Prospectus Supplement on the line across from “Price to public,” in the table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class C Underwriters and the Principal Amount of Class C Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table following the third paragraph under the heading “Underwriting” in the Prospectus Supplement and in the penultimate paragraph under the heading “Underwriting” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus, and the Underwriters confirm that such statements are correct.

Indemnification and Contribution. (a) The Company Each Issuer, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (registration statement for the registration of the Securities as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, or (2ii) arise out of the Base Prospectus, any Preliminary Prospectus or based upon any untrue statement other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or alleged untrue statement of a material fact the information contained in the General Disclosure Package or in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under in which they were made, therein not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company which any Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the General Disclosure Package or in the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (inclusion therein; provided further, that with respect to any untrue statement or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) omission of material fact made in those parts of any Preliminary Prospectus, the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (iiindemnity agreement contained in this Section 7(a) the Company shall not be liable for inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect topurchased the securities concerned, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that any such consent is loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to the Representatives, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not required pursuant sent or given to Section 6(d) hereofsuch person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Company, the Seller and the Issuer will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, members, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in (i) the Transferred Intangible Transition Property Information and the Computational Materials and ABS Term Sheets delivered to investors by any Underwriter to the extent such loss, claim, damage or liability arises from the Transferred Intangible Transition Property Information and (ii) the Registration Statement for the registration of the Bonds as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto and, except as hereinafter in each casethis Section 8 provided, agrees to will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) none of the Company shall not Company, the Seller or the Issuer will be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Issuer, the Seller or the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein or Trust Indenture Act statement of eligibility; provided further, that with respect to any untrue statement or omission of material fact made in any Preliminary Final Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter or any person controlling such Underwriter specifically for use in from whom the Registration Statement (or person asserting any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any such loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect topurchased the Bonds that are the subject thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that any such consent is loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) the Company, the Seller or the Issuer had previously furnished copies of the Final Prospectus to the Representative, (ii) delivery of the Final Prospectus was required by the Act to be made to such person, (iii) the untrue statement or omission of a material fact contained in the Preliminary Final Prospectus was corrected in the Final Prospectus and (iv) there was not required pursuant sent or given to Section 6(d) hereofsuch person, at or prior to the written confirmation of the sale of such Bonds to such person, a copy of the Final Prospectus. This indemnity agreement will be in addition to any liability that which the Company Company, the Seller and the Issuer otherwise may otherwise have.. As used herein, the term "

Indemnification and Contribution. (a) The Company agrees Companies jointly and severally agree to indemnify and hold harmless each UnderwriterInitial Purchaser, its affiliates and their respective directors and the directors, officers, employees and agents of each Initial Purchaser and each person who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Pricing Disclosure Package, any Issuer Written Communication, the Final Memorandum (or in any supplement or amendment thereto) or any information provided by any Company to any holder or prospective purchaser of Securities pursuant to Section 5(h), or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Companies will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Pricing Disclosure Package or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Companies by or on behalf of such Underwriter any Initial Purchaser specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company Companies may otherwise have.

Indemnification and Contribution. (a) The Company agrees and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement statement, or alleged untrue statement statement, of a material fact contained in the Registration Statement (or any amendment to the Registration Statement)thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement statement, or alleged untrue statement statement, of a material fact contained in any preliminary prospectus relating to the General offering of the Securities, the Disclosure Package or in the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto thereto, or in any Issuer Free Writing Prospectus or any amendment thereofProspectus, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall and the Guarantor will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveinclusion therein.

Indemnification and Contribution. (a) The Company agrees to and the Bank, jointly and severally, will indemnify and hold harmless each Underwriterthe Placement Agent, its affiliates the directors, officers, employees and their respective directors and officersagents of the Placement Agent, and each person person, if any, who controls any Underwriter the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages damages, liabilities and expenses, including reasonable costs of investigation and attorneys’ fees and charges (collectively, “Damages”) or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise Proceedings arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to Preliminary Prospectus, in the Registration Statement), any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in case of the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinProspectus, in light of the circumstances under which they were made, ) not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case except to the extent that any such loss, claim, damage, or liability arises Damages arise out of or is are based upon any such an untrue statement or omission or alleged untrue statement or omission or alleged omission (a) that has been made therein or omitted therefrom in reliance upon, upon and in conformity with, written with the information relating to any Underwriter furnished in writing to the Company by or on behalf of such Underwriter specifically Placement Agent, expressly for use in connection therewith (as provided below in this Xxxxxxx 0), (xx) any inaccuracy in or breach of the Registration Statement (representations and warranties of the Company and the Bank contained herein or any amendment theretofailure of the Company or the Bank to perform their respective obligations hereunder or under law, and (iii) any Damages and any Proceedings (as defined below) with respect to the Conversion, the Redemption and/or the Conversion and Redemption Materials (as defined below) or any Issuer Free Writing Prospectus (use or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense disclosure of any settlement third party studies, reviews or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofreports. This indemnity agreement will indemnification shall be in addition to any liability that the Company or the Banks may otherwise have. In addition to its other obligations under this Section 8, the Company and the Banks agree, jointly and severally, that, as an interim measure during the pendency of any Proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, or any inaccuracy, or alleged inaccuracy, in the representations, warranties and covenants of the Company and the Bank herein or failure to perform their respective obligations hereunder, all as set forth in this Section 8, and without limiting the rights of the Placement Agent and the other persons indemnified under the first sentence of Section 8 hereof, the party against whom indemnification is being sought will reimburse the Placement Agent on a monthly basis for all reasonable legal or other out-of-pocket expenses and charges incurred in connection with investigating or defending any such Proceeding (to the extent documented by reasonably itemized invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company or the Bank to reimburse the Placement Agent for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Placement Agent shall promptly return it to the person(s) from whom it was received. Any such interim reimbursement payments that are not made to the Placement Agent within 30 days of a request for reimbursement shall bear interest compounded daily at a rate determined on the basis of the base or “prime” lending rate announced from time to time by The Wall Street Journal from the date of such request. If any action, claim, inquiry, suit or proceeding shall be brought against the Placement Agent or any person controlling the Placement Agent or any director, officer, employee or agent of the Placement Agent in respect of which indemnity may be sought against the Company, such Placement Agent or such controlling person, director, officer, employee or agent shall promptly notify in writing the party against whom indemnification is being sought (the “indemnifying party”), and such indemnifying party shall assume the defense thereof, including the employment of counsel reasonably acceptable to the Placement Agent or such controlling persons, directors, officers, employees and agents and the payment of all reasonable fees of and charges incurred by such counsel. The Placement Agent or any of its controlling persons, directors, officers, employees and agents shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and charges of such counsel shall be at the expense of the Placement Agent or such controlling person, unless (i) the indemnifying party has agreed in writing to pay such fees and charges, (ii) the indemnifying party has failed to timely assume the defense and employ counsel reasonably acceptable to the Placement Agent or such controlling person, director, officer, employee or agent or (iii) the named parties to any such action (including any impleaded parties) include both such Placement Agent or such controlling persons, directors, officers, employees or agents and the indemnifying party, and such Placement Agent or such controlling persons, directors, officers, employees or agents shall have been advised by its counsel that one or more legal defenses may be available to the Placement Agent or such persons that may not be available to the Company or the Bank, or that representation of such indemnified party and any indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such Placement Agent or such controlling person, director, officer, employee or agent (but the Company and the Bank shall not be liable for the fees and charges of more than one counsel for the Placement Agent and such controlling persons, directors, officers, employees or agents)). The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if settled with such written consent, or if there is a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any Placement Agent and any such controlling persons, directors, officers, employees or agents from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the first paragraph of this Section 8. The Placement Agent will indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company to the Placement Agent, but only with respect to information furnished in writing by or on behalf of the Placement Agent expressly for use in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto. If any action or claim shall be brought or asserted against the Company, any of its directors, any of its officers who signed the Registration Statement or any such controlling person based on the Registration Statement, the Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Placement Agent pursuant to this paragraph, such Placement Agent shall have the rights and duties given to the Company by the immediately preceding paragraph (except that if the Company shall have assumed the defense thereof, such Placement Agent shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and charges of such counsel shall be at the Placement Agent’s expense), and the Company, its directors, any such officers who signed the Registration Statement and any such controlling persons, shall have the rights and duties given to the Placement Agent by the immediately preceding paragraph. The only information furnished to the Company through the Representative by or on behalf of any Placement Agent is described in Section 4(d) herein. In any event, none of the Company or the Bank will, without the prior written consent of the Placement Agent, settle or compromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding in respect of which the indemnification may be sought hereunder (whether or not the Placement Agent or any person who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act or any director, officer, employee or agent is a party to such Proceeding) unless such settlement, compromise or consent includes an unconditional release of the Placement Agent, and their controlling persons, directors, officers and agents from all liability arising out of such Proceeding. If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever to an indemnified party in respect of any Damages referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Bank on the one hand, and the Placement Agent on the other hand, from the offering and sale of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company and the Bank on the one hand, and the Placement Agent on the other hand, in connection with the statements or omissions that resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company and the Bank on the one hand, and the Placement Agent on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Placement Agent, in each case as set forth in the table on the cover page of the Prospectus (plus, if applicable, the Securities sold pursuant to a Rule 462 Registration Statement), any determination of the relative benefits received by the Company or the Placement Agent from the offering of the Shares shall include the net proceeds (before deducting expenses) received by the Company and the placement agent received by the Placement Agent, from the sale of such additional Securities, in each case computed on the basis of the respective amounts set forth in the notes to the table on the cover page of the Prospectus and the Rule 462 Registration Statement. The relative fault of the Company and the Bank on the one hand, and the Placement Agent on the other hand, 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 Company or the Banks on the one hand, or by the Placement Agent on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Bank and the Placement Agent agree that it would not be just and equitable if contribution pursuant to this Section 8 was determined by a pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses and charges reasonably incurred by such indemnified party in connection with investigating, defending or settling any such action or claim. Notwithstanding the provisions of this Section 8, the Placement Agent shall not be required to contribute any amount in excess of the amount of the Placement Agent fees actually received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the second paragraph of this Section 8, any Damages for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as Damages are incurred after receipt of reasonably itemized invoices therefor. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the representations and warranties of the Company and the Bank set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Placement Agent or any person controlling any Placement Agent and their respective directors, officers, employees and agents, the Company and the Bank and any persons controlling the Company and the Company’s executive officers who have executed the Registration Statement, (ii) acceptance and sale of any Securities and payment therefor and (iii) any termination of this Agreement. A successor to the Placement Agent or to the Company, and to their respective directors, officers, employees, agents or any person controlling the Company, including the heirs, and personal and legal representatives of natural persons, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8. It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in the second paragraph of this Section 8, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of FINRA. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such arbitration would be limited to the operation of the interim reimbursement provisions contained in the second and fourth paragraphs of this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses that is created by the provisions of the second paragraph of this Section 8. The indemnification and contribution rights of the Placement Agent and their controlling persons, directors, officers, employees and agents are in addition to any rights and remedies such persons and entities may otherwise have, including under common law.

Indemnification and Contribution. (a) The Company College Loan agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, of the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Registration Statement, the Disclosure Package or in Package, the Final Prospectus Prospectus, the Road Show Material, the Static Pool Data, or in any amendment thereof or supplement thereto to any of the foregoing, or in the case of the Registration Statement or in any Issuer Free Writing Prospectus amendment or any amendment thereofsupplement thereto, or arise arising out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and in order the case of the Disclosure Package, the Prospectus, the Road Show Material, the Static Pool Data, or in any amendment or supplement to any of the foregoing, arising out of or based upon any 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, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; providedaction as such expenses are incurred, howeverexcept insofar as such losses, that claims, damages, liabilities or expenses arise out of or are based upon (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission (a) of a material fact which has been made therein or omitted therefrom in reliance upon, upon and in conformity with, written with the information relating to an Underwriter furnished in writing to the Issuer or College Loan by such Underwriter expressly for use therein, it being understood that the only such information furnished by any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1information described as such in Section 11 hereof, and or (ii) a material error or omission from the Company shall mathematical calculations performed by the Underwriters (but not be liable for any lossthe data or the assumptions used to make such calculations, liability which the parties agree constitutes College Loan information) and used to derive the percentages, dates or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without terms presented in the prior written consent tables entitled "Weighted Average Lives and Expected Maturity Dates of the Company (which consent Series 2007-1 LIBOR Rate Offered Notes at Various Percentages of the PPC" and the three tables entitled "Percentages of Original Principal of the Notes Remaining at Certain Quarterly Distribution Dates at Various Percentages of the PPC" in the Term Sheet and the Prospectus Supplement. The foregoing indemnity provisions shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which College Loan or the Company Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information specified in Section 6(b) hereof), or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on under Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.and

Indemnification and Contribution. (a) The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriterthe Underwriters, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter the Underwriters, within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, the Forward Seller, the Forward Counterparty, their respective directors, officers, employees, affiliates and agents and any person who controls the Forward Seller or the Forward Counterparty within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereof (including the Registration StatementRule 430B Information), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; (ii) arise out of or are based upon any untrue statement or alleged untrue statement of material fact included in any Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereof) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or ; and (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company and Operating Partnership, andjointly and severally, in each case, agrees agree to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall and the Operating Partnership will not be liable in any such case arising in connection with this Section 7 to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to with the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofUnderwriters Content. This indemnity agreement will be in addition to any liability that liability, which the Company and the Operating Partnership may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) (1) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (or any amendment to the Registration Statement)or supplement thereto, including any Incorporated Document, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the -------- ------- Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further, that the indemnity agreement provided -------- ------- in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment theretountrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) or hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Issuer Free Writing Prospectus (or any amendment thereto) Underwriter within the meaning of the Act or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofExchange Act. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to and the Issuer, jointly and severally, will indemnify and hold harmless each Underwriter, its affiliates the directors, officers, members, employees and their respective directors and officersagents of each Underwriter, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Competition Act, the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of of, directly or indirectly, or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment thereof, or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Basic Prospectus, any Preliminary Final Prospectus or in the Final Prospectus Prospectus, or any Investor Materials, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of of, directly or indirectly, or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company and the Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective partners, directors and officers, officers and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (or any amendment or supplement (when considered together with the document to the Registration Statement)which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in Preliminary Prospectus, Pricing Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or any amendment thereofor supplement (when considered together with the document to which such supplement relates) thereto, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (amade in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement or the Final Prospectus, or any such amendment or supplement(s) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf any Underwriter of such Underwriter specifically the applicable Depositary Shares through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Subject to the limitations in this paragraph, the Company agrees and the Trust agree, jointly and severally, to indemnify and hold harmless you and each other Underwriter, the directors, officers, employees and agents of each Underwriter, its affiliates and their respective directors and officerseach person, and each person if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any “affiliate” (within the meaning of Rule 405 under the Act) of such Underwriter from and against any and all losses, claims, damages or liabilitiesdamages, joint or severalliabilities and expenses, to which they or any including reasonable costs of them may become subject under the Securities Actinvestigation and attorneys’ fees and expenses (collectively, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof“Damages”) (1) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to Preliminary Prospectus, the Registration Statement), the Time of Sale Information, any Issuer Free Writing Prospectus, or arise out of the Prospectus or are based upon in any amendment or supplement thereto, (ii) (A) the omission or alleged omission therefrom of a to state in the Registration Statement or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2B) arise out of or based upon any untrue statement the omission or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or omission to state in any amendment thereof or supplement thereto or in Preliminary Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus or in any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, andexcept to the extent that any such Damages arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information furnished in writing to the Company or the Trust by or on behalf of any Underwriter through you, expressly for use in connection therewith, or (iii) any inaccuracy in or breach of the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law; provided, that the Trust shall have no obligation to indemnify any indemnified party (as defined below) for any Damages under clause (iii) of this paragraph. If any action or claim shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought against the Company or the Trust, such Underwriter or such director, officer, employee, agent, controlling person or such affiliate (an “indemnified party”) shall promptly notify in writing the party against whom indemnification is being sought (the “indemnifying party”), but failure to so notify the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this Section 8, and such indemnifying party shall assume the defense thereof, including the employment of counsel reasonably acceptable to such indemnified party and the payment of all reasonable fees of and expenses incurred by such counsel. Such indemnified party shall have the right to employ separate counsel in any 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 indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel reasonably acceptable to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and such indemnified party shall have been advised by its counsel that one or more legal defenses may be available to the indemnified party that may not be available to the Company or the Trust, as applicable, or that representation of such indemnified party and any indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party (but the Company and the Trust, as applicable, shall not be liable for the fees and expenses of more than one counsel for the indemnified party)). The indemnifying party shall not be liable for any settlement of any such action effected without its (their several) written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the first paragraph of this Section 8. Notwithstanding the foregoing, the Trust shall not be obligated to make any payments to an indemnified party under this Section 8 until the earliest to occur of the following: (i) with respect to a final, nonappealable judgment of a court of competent jurisdiction or a settlement agreement, the Company has not paid such indemnified party the amount owed within 90 days of the due date under such judgment or settlement, (ii) with respect to expenses, the Company has not paid such indemnified party the amount owed within 90 days of submission by the indemnified party for reimbursement of such expenses and (iii) the Company shall become the subject of any bankruptcy or insolvency proceedings or publicly declares its inability to pay its debts as they become due. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Trust, their respective trustees, directors, officers who sign the Registration Statement and each person, if any, who controls the Company or the Trust within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any “affiliates” (within the meaning of Rule 405 under the Act) of the Company, to the same extent as the foregoing indemnity from the Company and Trust to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto. If any action or claim shall be brought or asserted against the Company or the Trust, any of their respective directors, trustees, any such officers or any such controlling person or affiliate based on the Registration Statement, the Prospectus, the Time of Sale Information or any Preliminary Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and the Trust by the immediately preceding paragraph (except that if the Company and the Trust shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter’s expense), and the Company and the Trust, their respective directors, trustees, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding and following paragraph. In any event, the Company and the Trust will not, without the prior written consent of the Representatives, settle, compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of which the indemnification may be sought hereunder (whether or not the Representatives or any person who controls a Representative within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of all Underwriters and such controlling persons from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Underwriter or such controlling persons. If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever to an indemnified party in respect of any Damages referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Trust on the one hand, and the Underwriters on the other hand, from the offering and sale of the Units or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company and the Trust, respectively, on the one hand, and the Underwriters on the other hand, in connection with the statements or omissions that resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company and the Trust, respectively, on the one hand, and the Underwriters on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Trust (which amount, for purposes of this Section 8, shall also be deemed received by the Company without duplication), and the total underwriting discounts and commissions received by the Underwriters, in each casecase as set forth in the table on the cover page of the Prospectus, agrees bear to reimburse the aggregate public offering price of the Units; provided that, in the event that the Underwriters shall have purchased any Additional Units hereunder, any determination of the relative benefits received by the Company and the Trust or the Underwriters from the offering of the Units shall include the net proceeds (before deducting expenses) received by the Trust (which amount, for purposes of this Section 8, shall also be deemed received by the Company without duplication), and the underwriting discounts and commissions received by the Underwriters, from the sale of such Additional Units, in each case computed on the basis of the respective amounts set forth in the table or in the notes to the table on the cover page of the Prospectus. The relative fault of the Company and the Trust, respectively, on the one hand, and the Underwriters on the other hand, 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 Company or the Trust on the one hand, or by the Underwriters on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Trust and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount of the underwriting commissions received by such underwriter in connection with the Units underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to the respective numbers of Firm Units set forth opposite their names in Schedule I hereto (or such numbers of Firm Units increased as set forth in Section 11 hereof) and not joint. Any Damages for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as Damages are incurred after receipt of reasonably itemized invoices therefor. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter, the Company, its directors or officers or any person controlling the Company and the Trust, (ii) acceptance of any Units and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or to the Company, the Trust, their trustees, directors, officers, any person controlling the Company or the Trust or any affiliate of the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8. The Company shall indemnify and hold harmless Xxxxxx Xxxxxxx & Co. LLC (including its directors, officers and employees) and each person, if any, who controls Xxxxxx Xxxxxxx & Co. LLC within the meaning of Section 15 of the Act (“Xxxxxx Xxxxxxx Entities”), from and against any loss, claim, damage or liability or any action in respect thereof to which any of the Xxxxxx Xxxxxxx Entities may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Unit Participants in connection with the Directed Unit Program or any omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in light of the circumstances under why any such statements were made, (ii) arises out of, or is based upon, the failure of the Directed Unit Participant to pay for and accept delivery of Directed Units that the Directed Unit Participant agreed to purchase or (iii) is otherwise related to the Directed Unit Program; provided that the Company shall not be liable under this clause (iii) for any loss, claim, damage, liability or action that is determined in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Xxxxxx Xxxxxxx Entities. The Company shall reimburse the Xxxxxx Xxxxxxx Entities promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any action as such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveexpenses are incurred.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and affiliates, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus or any amendment other preliminary prospectus supplement relating to the Registration Statement)Securities, the Final Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated state therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information specified in Section 6(b) hereof), or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on under Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Underwriters, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any material inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any material failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriters (or any person controlling the Underwriters) in any such case to the extent that any such loss, claim, damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Liberty and the Issuer, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (for the registration of the Bonds as originally filed or in any amendment thereof, or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained contained, or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the General Disclosure Package or in Pricing Prospectus, the Pricing Package, the Final Prospectus Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each casecase except insofar as such losses, agrees to reimburse each such indemnified party for any legal claims, damages or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damageliabilities arise out of, or liability arises out of or is are based upon upon, any such untrue statement or omission or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written with any information relating to any Underwriter furnished to the Company Liberty in writing by or on behalf of such Underwriter specifically through the Underwriters expressly for use therein, it being understood and agreed that the only such information furnished to Liberty by the Underwriters in writing expressly for use in such foregoing documents is set forth in Schedule IV hereto (the Registration Statement (or any amendment thereto“Underwriter Information”) or any Issuer Free Writing Prospectus (arising out of, or any amendment thereto) based upon, statements in or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts omissions from that part of the Registration Statement constituting a that shall constitute the Statement of Eligibility under the TIA Trust Indenture Act of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment Indenture Trustee with respect to, to any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except indenture qualified pursuant to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveRegistration Statement.