Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against (i) any losses, claims, damages or liabilities, joint or several, to which the Underwriters or any of them may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, 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 made therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (d) Promptly after receipt by an indemnified party under this section of notice of the commencement of any action or the assertion by a third party of a claim, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent of any material prejudice to such indemnifying party arising from such failure to provide such notice. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party. (e) If the indemnification provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other from the offering of the Underwritten Notes, 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 fault of the Transferor and the Bank on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notes. The relative fault 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 Transferor and the Bank or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notes. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. 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. (f) The obligations of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in 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 thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or ProspectusExchange Act, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter prior furnished to the time of use Company by or on behalf of such Underwriter Free Writing through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that the following information set forth under the heading “Underwriting,” (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitutes the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld, effect delayed or conditioned), settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless (i) such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the Underwritten Notes, underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation that does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. (f) The obligations of the Transferor and the Bank Any losses, claims, damages, liabilities or expenses 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 such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in addition 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, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any liability which Underwriter, its directors or officers or any person controlling any Underwriter, or to the Transferor Company, its directors or officers, or any person controlling the Bank may otherwise have and Company, shall extend, upon be entitled to the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning benefits of the Act; indemnity, contribution and the obligations of any Underwriter under reimbursement agreements contained in this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act8.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each Person person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement or in any subsequent amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Preliminary Final Prospectus, any Issuer Free Writing Prospectus (it being understood that such indemnification with respect to or the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only contained in the Prospectus), the Prospectusfinal term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter by through the TransferorRepresentatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities, (ii) under the heading “Underwriting,” (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Final Prospectus or any Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel (in addition to one local counsel) for all such indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action and does not include a statement as toclaim, action, suit or an admission of, fault, culpability or failure to act by or on behalf proceeding. No indemnifying party will be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified partyparty from and against any loss or liability by reason of such settlement or judgment. (ed) If In the indemnification event that the indemnity provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection paragraph (a), (b) or (c) aboveof this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten NotesSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees, affiliates and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement for the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result registration of the omission of pricing and price-dependent informationSecurities as originally filed or in any amendment thereof, which information shall of necessity appear only or in the any Preliminary Prospectus), the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of Securities and (ii) in the section entitled “Underwriting” of the Statutory Prospectus and Prospectus, and the paragraphs under the heading entitled “Stabilization” concerning the purchase and sale of Securities in the open market and other stabilizing transactions by the underwriters and penalty bids, constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by and the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten Notes, or (ii) if Offering. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by the Underwriters with respect to Underwriters, in each case as set forth on the Underwritten Notescover page of the Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters in no event shall not an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on discounts and commissions received by such Underwriter with respect to the cover page of the Prospectus Supplement Offering exceeds the amount of any damages which the Underwriters have that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to omission. Notwithstanding the Notes. No Person provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee, affiliate and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against (i) any losses, claims, damages or liabilities, joint or several, to which the Underwriters or any of them may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, 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 made therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ ' Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “"WFN Indemnified Party”"), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ ' Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (d) Promptly after receipt by an indemnified party under this section of notice of the commencement of any action or the assertion by a third party of a claim, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent of any material prejudice to such indemnifying party arising from such failure to provide such notice. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party. (e) If the indemnification provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other from the offering of the Underwritten Notes, 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 fault of the Transferor and the Bank on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notes. The relative fault 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 Transferor and the Bank or the Underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notes. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. 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. (f) The obligations of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act.

Indemnification and Contribution. (a) The Transferor and In the Bankevent of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, jointly and severally5 or 6, the Company will indemnify and hold harmless each Underwriter seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each Person of their respective officers, directors, employees, partners, agents or other person, if any, who controls any Underwriter such seller or underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and Securities Act, against (i) any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Underwriters Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement 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, and will reimburse each such seller, each such underwriter and each such controlling person 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 the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus and, provided further, however, that the Company will not be liable to any such person or entity with respect to any such untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus that is corrected in the final prospectus filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (or any amendment or supplement to such prospectus) if the person asserting any such loss, claim, damage or liability purchased securities but was not given a copy of the final prospectus (as amended or supplemented) at or prior to the written confirmation of the sale of such securities to such person in any case where such delivery of the final prospectus (as amended or supplemented) is required by the Securities Act, unless such failure to deliver the final prospectus (as amended or supplemented) was a result of the Company's failure to provide such prospectus (as amended or supplemented). (b) In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statementregistration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include 5 or 6, any loss, claim, damage preliminary prospectus or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectusfinal prospectus contained therein, or in any amendment or supplement to any of the foregoingthereof, 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 made therein not misleading, and will reimburse each Underwriter the Company and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such officer, director, underwriter and controlling person for any actual legal or other expenses reasonably incurred by the Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; action, provided, however, that the Transferor and the Bank such seller will not be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions Company by such seller specifically for use in respect thereof) that arise out of or are based upon any untrue such registration statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadingprospectus, and will reimburse any legal or other expenses reasonably incurred by provided, further, however, that the liability of each Underwriter and each Person who controls any Underwriter within seller hereunder shall be limited to the meaning proportion of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees expense which is equal to indemnify and hold harmless the Issuer, proportion that the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 public offering price of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, shares sold by such seller under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue registration statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect bears to the Preliminary Prospectus does total public offering price of all securities sold thereunder, but not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement event to any exceed the net proceeds received by such seller from the sale of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, Restricted Stock covered by such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredregistration statement. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (d) Promptly after receipt by an indemnified party under this section hereunder of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovehereunder, notify the indemnifying party in writing of the commencement thereof; , but the omission so to notify the indemnifying party will shall not relieve it from any liability which it may have to any such indemnified party except other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent of any material prejudice to such the indemnifying party arising from is prejudiced by such failure to provide such noticeomission. In case any such action is shall be brought against any indemnified party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein in and, to the extent that it may shall wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party)and, and after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party will shall not be liable to such indemnified party under this section Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation and of liaison with counsel so selected, unless provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party has failed within a and the indemnified party shall have reasonably concluded, based on advice of counsel, that there may be reasonable time defenses available to retain counsel reasonably satisfactory it which are different from or additional to those available to the indemnified party. No indemnifying party shall, without or if the prior written consent interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, effect any settlement of any pending or threatened action in respect of which any the indemnified party is or could shall have been the right to select a party separate counsel and indemnity could have been sought hereunder by to assume such indemnified party unless such settlement includes an unconditional release legal defenses and otherwise to participate in the defense of such indemnified party from all liability on any claims that are action, with the subject matter reasonable expenses and fees of such action separate counsel and does not include a statement other reasonable expenses related to such participation to be reimbursed by the indemnifying party as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified partyincurred. (ed) If In order to provide for just and equitable contribution in circumstances in which the indemnification indemnity agreement provided for in this section Sections 9(a) and 9(b) above is unavailable or insufficient for any reason held to hold harmless an be unenforceable by the indemnified party although applicable in accordance with its terms, the Company and each holder of Restricted Stock exercising rights under subsection (a), (b) or (c) above, then each indemnifying party this Agreement shall contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages or and liabilities referred to in subsection (a)of the nature contemplated by such indemnity agreement incurred by the Company and such holder, (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by fault of the Transferor and the Bank Company on the one hand and the Underwriters such holder on the other from other, in connection with the offering of the Underwritten Notesstatements or omissions which resulted in such losses, claims, damages or liabilities 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 fault of, but also the relative fault of benefits to, the Transferor and the Bank Company on the one hand and the Underwriters such holder on the other other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities liabilities, as well as any other relevant equitable considerations. The relative benefits to the indemnifying party and indemnified party shall be determined by reference to, among other things, the gross proceeds received by the Transferor indemnifying party and the Bank on the one hand and the Underwriters on the other shall be deemed to be indemnified party in the same proportion as the total net proceeds from connection with the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Noteswhich such losses, claims, damages or liabilities relate. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by by, the Transferor and the Bank indemnifying party or the Underwriters indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesaction. The amount paid parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 9(d) were determined by an indemnified party as a result pro rata allocation or by any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)immediately preceding sentence. Notwithstanding the provisions of this subsection (eSection 9(d), the Underwriters each holder of Restricted Stock exercising rights under this Agreement shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds gross proceeds to such holder from sales of the amount of damages which the Underwriters have otherwise been required to pay by reason Restricted Stock of such untrue or alleged untrue statement or omission or alleged omission with respect to holder under a registration statement. Notwithstanding the Notes. No Person foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend9(d), upon the same terms and conditions, to each Personperson, if any, who controls any Underwriter a holder of Restricted Stock within the meaning of Section 15 of the Act; and the obligations of any Underwriter under this Section Securities Act shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such holder, and conditions, to each director of the Transferor or the BankCompany, to each officer of the Transferor Company who has signed the Registration Statement a registration statement and to each Personperson, if any, who controls the Transferor or the Bank Company within the meaning of Section 15 of the ActAct shall have the same rights to contribution as the Company.

Indemnification and Contribution. (a) The Transferor Seller and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter and each Person person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors, agents and employees of each such person, against (i) any losses, claims, damages or liabilities, joint or several, to which the Underwriters such Underwriter or any of them such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statementany Time of Sale Information, the Preliminary Prospectus (it being understood that such indemnification or any amendment or supplement thereto or any Form ABS-15G furnished to the Commission on ▇▇▇▇▇ with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectustransactions contemplated by this Agreement (a “Furnished Form ABS-15G”), any data provided by the ProspectusSeller, the Bank, the Issuer or in any amendment or supplement of their affiliates to any of Underwriter in order to prepare the foregoingIntex CDI File, 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 made therein not misleading, ; and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act such officer, director, employee or Section 20 of the Exchange Act controlling person for any actual legal or other expenses reasonably incurred by the each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Transferor Seller and the Bank will 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 an any such untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Underwriters’ Information; Seller or the Bank may otherwise have. (b) Each Underwriter, severally and (ii) not jointly, will indemnify and hold harmless the Seller and the Bank and each person, if any, who controls the Seller or the Bank within the meaning of the Act or the Exchange Act and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Seller or the Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based (i) upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing the Registration Statement, the Preliminary Prospectus, the Prospectus, or that any amendment or supplement thereto, 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 made therein, in light of the circumstances under which they were made, therein not misleading, in 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 reliance upon and in conformity with written information furnished to the Issuer, the Seller and the Bank by such Underwriter through the Representatives specifically for use therein and (ii) with regard to any investor with whom an Underwriter enters into a Contract of Sale for the Notes prior to the filing of the final Prospectus, the failure upon the part of such Underwriter to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to such investor at or prior to the time of the contract of sale for such Notes; provided, however, that to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of the Seller or the Bank unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such contract of sale. Each Underwriter will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of Seller or the Act or Section 20 of the Exchange Act Bank, as applicable, in connection with investigating or defending any such lossof the losses, claimclaims, damagedamages, or liabilities (or actions in respect thereof) for which it has agreed to indemnify the Seller or the Bank, as applicable, in accordance with the foregoing. The Seller and the Bank agree with each Underwriter that the only written information furnished to the Issuer, the Seller and the Bank by the Underwriters specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or the Ratings Issuer Free Writing Prospectus is the information relating to the Underwriters and the underwriting of the Notes in the second sentence of the fourth paragraph and the sixth paragraph (except for the information relating to the Depositor in the last sentence thereof) under the heading “Underwriting” in the Preliminary Prospectus or the Prospectus (“Underwriter Information”). This indemnity agreement will be in addition to any liability or actionthat each Underwriter may otherwise have. (bc) Each Underwriter, severally and not jointly, agrees to will indemnify and hold harmless the Issuer, the Transferor Seller and the Bank, Bank and each of their respective directors and officers and each Person person, if any, who controls the Transferor and Seller or the Bank, respectively, Bank within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand the respective officers, a “WFN Indemnified Party”)directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Transferor Seller or the Bank, as the case may be, Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Underwriter Free Writing Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, Seller or the Bank or any other WFN Indemnified Party Seller in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, in any Underwriter Free Writing Prospectus (i) made in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer Seller or the Bank specifically for use therein or approved expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission therein) in the Preliminary Time of Sale Information, the Prospectus or Prospectus, the Issuer Information which information was not corrected by information subsequently provided by the Transferor, the Issuer Seller or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. This indemnity agreement will be in addition to any liability that each Underwriter may otherwise have. (d) Promptly after receipt by an indemnified party under this section Section 9 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection clause (a), (b) or (c) aboveof this Section 9, notify the indemnifying party in writing of the commencement thereof; but provided, that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9, except to the extent that it has been materially prejudiced by such failure and, provided further, that the omission and/or delay so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent otherwise than under clause (a), (b) or (c) of any material prejudice to such indemnifying party arising from such failure to provide such noticethis Section 9. In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wishelect by written notice, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and the appointment of satisfactory counsel, including local counsel if applicable, the indemnifying party will not be liable to such indemnified party under this section Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless . If the defendants in any action include both the indemnified party and the indemnifying party has failed within a reasonable time and the indemnified party shall have reasonably concluded that (i) there exists actual or potential conflicting interests between the indemnifying party and the indemnified parties, or (ii) there may be legal defenses available to retain counsel reasonably satisfactory it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel, including local counsel if applicable, to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties at the expense of the indemnifying party, subject to the approval of the indemnifying party (such approval not to be unreasonably withheld). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any such indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. (e) If the indemnification provided for in this section Section 9 is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) abovethis Section 9, then each such indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a)this Section 9, (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transferor Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other from the offering of the Underwritten Notes, Notes 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 fault of the Transferor Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor Issuer or the Seller bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notesrelevant Underwriter. The relative fault 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 Transferor and Issuer, the Seller or the Bank or the Underwriters by any Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection clause (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection clause (e). Notwithstanding the provisions of this subsection clause (e), the Underwriters no Underwriter shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement discounts and commissions received by it in connection with such Notes underwritten by it exceeds the amount of any damages which the Underwriters have such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notesomission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The obligation of each Underwriter under this Section 9(e) shall be several and not joint. (f) The obligations of the Transferor and the Bank indemnifying party under this Section 9 shall be in addition to any liability which the Transferor or the Bank indemnifying party may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Personperson, if any, who controls the Transferor or the Bank indemnified party within the meaning of the Act.

Indemnification and Contribution. (a) The Transferor and In the Bankevent of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, jointly and severallythe Company will, will to the extent permitted by law, indemnify and hold harmless the Seller, each Underwriter officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each Person other person, if any, who controls any Underwriter such Seller or underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and 1933 Act, against (i) any losses, claims, damages or liabilities, joint or several, to which the Underwriters Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement 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 in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person 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 the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the 1933 Act pursuant to Section 11, each Seller severally but not jointly will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the 1933 Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject, subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statementregistration statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 11, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage preliminary prospectus or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectusfinal prospectus contained therein, or in any amendment or supplement to any of the foregoingthereof, 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 made therein not misleading, and will reimburse each Underwriter the Company and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such officer, director, underwriter and controlling person for any actual legal or other expenses reasonably incurred by the Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; action, provided, however, that the Transferor and the Bank Seller will not be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Underwriters’ InformationCompany by such Seller specifically for use in such registration statement or prospectus, and will reimburse any actual legal or other expenses reasonably incurred provided, further, however, that the liability of the Seller hereunder shall be limited to the net proceeds actually received by the Transferor, Seller from the Bank and each other WFN Indemnified Party in connection with investigating or defending any sale of Registrable Securities pursuant to such loss, claim, damage, liability or action as such expenses are incurredregistration statement. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (d) Promptly after receipt by an indemnified party under this section hereunder of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovehereunder, notify the indemnifying party in writing of the commencement thereof; , but the omission so to notify the indemnifying party will shall not relieve it from any liability which it may have to any such indemnified party other than under this Section 11.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 11.6(c), except and only if and to the extent of any material prejudice to such the indemnifying party arising from is prejudiced by such failure to provide such noticeomission. In case any such action is shall be brought against any indemnified party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein in and, to the extent that it may shall wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party)and, and after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party will shall not be liable to such indemnified party under this section Section 11.6(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation and of liaison with counsel so selected, unless provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party has failed within and the indemnifying party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a reasonable time group, shall have the right to retain counsel select one separate counsel, reasonably satisfactory to the indemnified and indemnifying party. No , and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified partyincurred. (ed) If In order to provide for just and equitable contribution in the event of joint liability under the 1933 Act in any case in which either (i) a Seller, or any controlling person of a Seller, makes a claim for indemnification provided pursuant to this Section 11.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 11.6 provides for indemnification in this section is unavailable or insufficient to hold harmless an indemnified party under subsection (a)such case, (b) or (cii) abovecontribution under the 1933 Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is not provided under this Section 11.6; then, then and in each indemnifying party shall such case, the Company and the Seller will contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages or liabilities referred to in subsection which they may be subject (a), (b) or (c) above (iafter contribution from others) in such proportion as so that the Seller is appropriate to reflect responsible only for the relative benefits received portion represented by the Transferor and percentage that the Bank on public offering price of its securities offered by the one hand and registration statement bears to the Underwriters on the other from the public offering price of the Underwritten Notesall securities offered by such registration statement, or (ii) if the allocation provided by clause (i) above is not permitted by applicable lawprovided, however, that, in any such proportion as is appropriate to reflect not only case, (y) the relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notes. The relative fault 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 Transferor and the Bank or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notes. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), the Underwriters shall Seller will not be required to contribute any amount in excess of the amount public offering price of all such securities sold by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required it pursuant to pay by reason of such untrue registration statement; and (z) no person or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act▇▇▇▇ ▇▇▇) shall will be entitled to contribution from any Person person or entity who was not guilty of such fraudulent misrepresentation. (f) The obligations misrepresentation and provided, further, however, that the liability of the Transferor and the Bank under this Section Seller hereunder shall be in addition limited to any liability which the Transferor or net proceeds actually received by the Bank may otherwise have and shall extend, upon Seller from the same terms and conditions, sale of Registrable Securities pursuant to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the ActStatement.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, each of such Underwriter’s directors, officers and affiliates, and each Person person who controls any such Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus Time of Sale Prospectus, any preliminary prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, any other free writing prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include including, without limitation, any loss, claim, damage electronic road show) or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information relating to any Underwriter or the underwriting arrangements furnished to the related Underwriter by Company through the TransferorRepresentatives expressly for use in the Time of Sale Prospectus, any free writing prospectus that the Issuer Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or the Bank specifically for use therein or approved for use therein or (ii) Prospectus. This indemnity agreement will be in addition to any liability which the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing ProspectusCompany may otherwise have. (db) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to any Underwriter or the underwriting arrangements furnished to the Company through the Representatives expressly for use in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have. (c) Promptly after receipt by an indemnified party under this section Section 7(a) or Section 7(b) of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (bSection 7(a) or (c) aboveSection 7(b), notify the indemnifying party in writing of the commencement thereof; , but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent of any material prejudice to such indemnifying party arising from such failure to provide such noticeotherwise than under Section 7(a) or Section 7(b). In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein andtherein, and to the extent that it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall notparty; provided, except with however, that if the consent of defendants in any such action include both the indemnified party, party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be counsel legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and after to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so as to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this section Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of investigationlegal defenses in accordance with the proviso to the next preceding sentence (it being understood, unless however, that the indemnifying party has failed within a reasonable time shall not be liable for the expenses of more than one separate counsel (in addition to retain one local counsel in each applicable jurisdiction), approved by the Underwriters in the case of paragraph (a) of this Section 7, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party. No party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party shallhas authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall have the right to, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless so long as such settlement (i) is limited to the payment of monetary damages only, (ii) includes an unconditional release of such the indemnified party from all liability on any claims that are the subject matter arising out of such action proceeding and (iii) does not (x) include a statement as to, to or an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified party or (y) otherwise give rise to additional liabilities on the part of the indemnified party. (ed) If the indemnification provided for in this section Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), ) or (b) above in respect of any losses, claims, damages or liabilities (cor actions in respect thereof) abovereferred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the such losses, claims, damages or liabilities referred to (or actions in subsection (a), (b) or (c) above (irespect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and the Underwriters of the Securities on the other from the offering of the Underwritten NotesSecurities to which such loss, claim, damage or liability (iior action in respect thereof) if relates. If, however, the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawlaw or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or action in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the such offering (before deducting expenses) of the Notes received by the Transferor Company bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten NotesUnderwriters. The relative fault 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 Transferor and Company on the Bank one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the Notesequitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in the first sentence of this subsection (ed) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim which is the subject of this subsection (e)claim. Notwithstanding the provisions of this subsection (ed), the Underwriters no Underwriter shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on price at which the cover page of Securities underwritten by it and distributed to the Prospectus Supplement public were offered to the public exceeds the amount of any damages which the Underwriters have each Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notesomission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) . The obligations of the Transferor Underwriters for Securities in this subsection (d) to contribute are several in proportion to their respective obligations with respect to such Securities and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Actnot joint.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each Person person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include Final Prospectus, any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Issuer Free Writing Prospectus, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter by through the TransferorRepresentative specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or ProspectusExchange Act, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter prior furnished to the time of use Company by or on behalf of such Underwriter through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the Underwriting Agreement constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action and does not include a statement as toclaim, action, suit or an admission of, fault, culpability or failure to act by or on behalf of any indemnified partyproceeding. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten NotesSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, person who controls the Transferor or the Bank Company within the meaning of either the ActAct or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, Company will indemnify and hold harmless each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against (i) any losses, claims, damages or liabilities, joint or several, to which the Underwriters or any of them such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission 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 will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any actual legal or other expenses reasonably incurred by the such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank Company will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred Company by each Underwriter and each Person who controls any Underwriter within through the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such lossRepresentatives, claimif any, damage, liability or actionspecifically for use therein. (b) Each Underwriter, severally and not jointly, agrees to will indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), Company against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission 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, in each case to the extent, but only to the extent, that, with respect to the Underwriters, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (d) Promptly after receipt by an indemnified party under this section Section of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (cb) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent of any material prejudice to such indemnifying party arising from such failure to provide such noticeotherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, unless however, if the defendants in any such action include both the indemnified party and the indemnifying party has failed within and the indemnified party shall have reasonably concluded that actual conflicts of interest exist between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there are legal defenses relating to a reasonable time material aspect of such action available to retain counsel reasonably satisfactory it or other indemnified parties that are different from or additional to those available to the indemnified indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified partyparty or parties shall have the right to control, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are otherwise participate in, the subject matter defense of such action and does not include a statement the indemnifying party will reimburse any legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending such action as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified partysuch expenses are incurred. (ed) If recovery is not available under the foregoing indemnification provided provisions of this Section, for in this section any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses, except to the extent that contribution is unavailable or insufficient to hold harmless an indemnified party not permitted under subsection (a), (bSection 11(f) or (c) above, then each of the Act. Each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (cb) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and the Underwriters on the other from the offering of the Underwritten Notes, Securities 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 fault of the Transferor and the Bank Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerationsconsiderations appropriate under the circumstances. The relative benefits received by the Transferor and the Bank Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor Company bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten NotesUnderwriters. The relative fault 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 Transferor and the Bank Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first second sentence of this subsection (ed) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (ed). Notwithstanding the provisions of this subsection (ed), the Underwriters no Underwriter shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on price at which the cover page of Securities underwritten by it and distributed to the Prospectus Supplement public were offered to the public exceeds the amount of any damages which the Underwriters such Underwriter and its controlling persons have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect omission. The Underwriters’ obligations to the Notes. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled contribute are several in proportion to contribution from any Person who was their respective underwriting obligations and not guilty of such fraudulent misrepresentationjoint. (fe) The obligations of the Transferor and the Bank Company under this Section shall be in addition to any liability which the Transferor or the Bank Company may otherwise have and shall extend, upon the same terms and conditions, to each Personperson, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter the Underwriters under this Section shall be in addition to any liability that such Underwriter which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the BankCompany, to each officer of the Transferor Company who has signed any of the Registration Statement Statements or any parts thereof and to each Personperson, if any, who controls the Transferor or the Bank Company within the meaning of the Act.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees, affiliates and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement for the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result registration of the omission of pricing and price-dependent informationSecurities as originally filed or in any amendment thereof, which information shall of necessity appear only or in the any Preliminary Prospectus), the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its executive officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of Securities and (ii) in the section entitled “Underwriting” of the Statutory Prospectus and Prospectus, the seventh paragraph concerning sales to discretionary accounts and the 16th and 17th paragraphs concerning the purchase and sale of Units in the open market and other stabilizing transactions by the underwriters and penalty bids, constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by and the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld, effect delayed or conditioned), settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten Notes, or (ii) if Offering. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions actually received by the Underwriters with respect to Underwriters, in each case as set forth on the Underwritten Notescover page of the Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters in no event shall not an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on discounts and commissions received by such Underwriter with respect to the cover page of the Prospectus Supplement Offering exceeds the amount of any damages which the Underwriters have that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to omission. Notwithstanding the Notes. No Person provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Securities Act or the Exchange Act and the obligations each director, officer, employee, affiliate and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Securities Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to their respective purchase obligations hereunder and are not joint.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company shall indemnify and hold harmless each Underwriter Agent, each person, if any, who at the written request of such Agent and each Person with the consent of the Company is participating with such Agent as the Company’s agent in the distribution of the Securities who controls any Underwriter is an “underwriter” within the meaning of Section 15 2(11) of the Act or Section 20 with respect to the distribution of the Exchange Securities (the “Participants”) and each director, officer, affiliate or other person, if any, who controls such Agent or any Participant within the meaning of the Act from and against (i) any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, and any action in respect thereof, to which the Underwriters such Agent or any of them such Participant or controlling person may become subject, under the Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any preliminary prospectus, the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include Issuer Free Writing Prospectus, General Disclosure Package or any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoingarises out of, or arise out of or are is based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, and will shall reimburse such Agent, each Underwriter such Participant, and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such controlling person for any actual legal or and other expenses reasonably incurred incurred, as they are incurred, by the Underwriter it in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Transferor and the Bank will Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Registration Statement or any Prospectus in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Agent specifically for inclusion therein; and (ii) any lossesprovided, claimsfurther, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement this indemnity agreement shall not inure to the benefit of any material fact contained in Agent, any Issuer Free Writing ProspectusParticipant, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made thereinany director, in light of the circumstances under which they were made, not misleading, and will reimburse any legal officer or other expenses reasonably incurred by each Underwriter and each Person who controls person, if any, controlling such Agent or any Underwriter within the meaning Participant, on account of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or actionaction arising from the sale of Securities to any person by such Agent or such Participant if (i) prior to the Applicable Time for such Securities, the Company shall have notified such Agent that the Issuer Free Writing Prospectus or the General Disclosure Package has been amended, that such amendment is a material change and that such Agent must use such amended Issuer Free Writing Prospectus or General Disclosure Package, in lieu of the prior Issuer Free Writing Prospectus or General Disclosure Package, and, prior to the Applicable Time for such Securities, the Company shall have filed such amended Issuer Free Writing Prospectus or General Disclosure Package with the Commission, (ii) such amended Issuer Free Writing Prospectus or General Disclosure Package was conveyed to such Agent sufficiently in advance of the Applicable Time so that such amended Issuer Free Writing Prospectus or the General Disclosure Package could have been conveyed to such person prior to the Applicable Time, (iii) such amended Issuer Free Writing Prospectus or General Disclosure Package (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such person prior to the Applicable Time, and (iv) such amended Issuer Free Writing Prospectus or General Disclosure Package would have cured the defect giving rise to such losses, liabilities, costs or claims. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Agent or any Participant or any controlling person. (b) Each Underwriter, Agent shall severally and not jointly, agrees to indemnify and hold harmless the IssuerCompany, the Transferor and the Bank, and each of their respective directors its directors, each of its officers who signed the Registration Statement and officers and each Person any person who controls the Transferor and the Bank, respectively, Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, and any action in respect thereof, to which the Transferor Company or the Bankany such director, as the case may be, officer or controlling person may become subject, under the Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include or any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoingarises out of, or arise out of or are is based upon upon, the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, but in each case to the extent, but only to the extent, that, with respect to extent that the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters’ InformationCompany by such Agent specifically for inclusion therein, and will shall reimburse the Company and any actual such director, officer or controlling person for any legal or and other expenses reasonably incurred incurred, as they are incurred, by the TransferorCompany or any such director, the Bank and each other WFN Indemnified Party officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect preparing to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) defend against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter will be liable . The foregoing indemnity agreement is in addition to any such case liability which any Agent may otherwise have 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 in, Company or any such omission of its directors, officers or alleged omission from, any Underwriter Free Writing Prospectus in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectuscontrolling persons. (dc) Promptly after receipt by an indemnified party under this section Section of notice of any claim or the commencement of any action or action, the assertion by a third party of a claim, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section, notify the indemnifying party in writing of the claim or the commencement thereofof that action; but provided, however, that the omission so failure to notify the indemnifying party will shall not relieve it from any liability which it may have to any an indemnified party except and to the extent of any material prejudice to such indemnifying party arising from such failure to provide such noticeotherwise than under this Section. In case If any such claim or action is shall be brought against any an indemnified party party, and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party similarly notifiedparty, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim or action, the indemnifying party will shall not be liable to such the indemnified party under this section Section for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, unless however, that the indemnified party shall have the right to employ a separate counsel and one local counsel to represent such indemnified party who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party has failed within a under this Section if, in the reasonable time to retain counsel reasonably satisfactory to judgment of the indemnified party, it is advisable for such indemnified party to be represented by separate counsel, but the fees and expenses of such counsel or such local counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized by the indemnifying party, (ii) the indemnified party shall have reasonably concluded that there is a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such action or additional or different defenses such that the counsel retained by the indemnifying party to defend the indemnified party in such action cannot adequately represent the interests of the indemnified party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expense of such separate counsel shall be paid by the indemnifying party. An indemnifying party shall not be liable for any claim or action settled without its consent, which consent may not be unreasonably withheld or delayed but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any settlement of judgment with respect to, any pending or threatened action or claim in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by such indemnified party unless such settlement settlement, compromise or judgment (i) includes an unconditional release of such the indemnified party from all liability on any claims that are the subject matter arising out of such action or claim and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (ed) If the indemnification provided for in this section is Section shall for any reason (other than as specified herein) be unavailable or insufficient to hold harmless an indemnified party under subsection (a), (bSection 7(a) or (c7(b) abovein respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of the lossessuch loss, claimsclaim, damages damage or liabilities referred to liability, or action in subsection (a)respect thereof, (b) or (c) above (i) in such proportion as is shall be appropriate to reflect the relative benefits received by the Transferor indemnified party and the Bank on the one hand and the Underwriters on the other indemnifying party from the offering of the Underwritten NotesSecurities, 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 fault of the Transferor indemnified party and the Bank on the one hand and the Underwriters on the other in connection indemnifying party with respect to the statements or omissions which resulted in such lossesloss, claimsclaim, damages damage or liabilities liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank Company on the one hand and the Underwriters an Agent on the other with respect to an offering shall be deemed to be determined in light of the same proportion as relation of the total net proceeds from the offering of the Securities (before deducting expenses) of the Notes received by the Transferor bear Company to the total underwriting discounts and commissions received by the Underwriters Agent with respect to the Underwritten Notessuch offering. The relative fault shall be determined by reference to, among other things, to 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 Transferor Company or by an Agent, the intent of the parties and the Bank or the Underwriters and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect omission. The Company and the Agents agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the Notesequitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the lossesloss, claimsclaim, damages damage or liabilities liability, or action in respect thereof, referred to above in the first sentence of this subsection (eSection 7(d) shall be deemed to include include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim which is the subject of this subsection (e)claim. Notwithstanding the provisions of this subsection (eSection 7(d), the Underwriters no Agent shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on price at which the cover page of Purchased Securities were offered by it to the Prospectus Supplement public exceeds the amount of any damages which the Underwriters it shall have otherwise been required paid or become liable to pay by reason of such any untrue or alleged untrue statement or omission or alleged omission with respect to the Notesomission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (fe) The obligations Each Agent represents for purposes of Sections 7(a) and 7(b) that it has received a copy of the Transferor form of Prospectus the Company proposes to file with the Commission with respect to the Securities and that the Bank under this Section shall Agent will be in addition soliciting offers to any liability which purchase the Transferor or Securities (subject to the Bank may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Actconditions hereof) for sale as described therein.

Indemnification and Contribution. (a) The Transferor Seller and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter and each Person person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors, agents and employees of each such person, against (i) any losses, claims, damages or liabilities, joint or several, to which the Underwriters such Underwriter or any of them such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statementany Time of Sale Information, the Preliminary Prospectus (it being understood that such indemnification or any amendment or supplement thereto or any Form ABS-15G furnished to the Commission on ▇▇▇▇▇ with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectustransactions contemplated by this Agreement (a “Furnished Form ABS-15G”), any data provided by the ProspectusSeller, the Bank the Issuer or in any amendment or supplement of their affiliates to any of Underwriter in order to prepare the foregoingIntex CDI File, 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 made therein not misleading, ; and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act such officer, director, employee or Section 20 of the Exchange Act controlling person for any actual legal or other expenses reasonably incurred by the each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Transferor Seller and the Bank will 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 an any such untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Underwriters’ Information; Seller or the Bank may otherwise have. (b) Each Underwriter, severally and (ii) not jointly, will indemnify and hold harmless the Seller and the Bank and each person, if any, who controls the Seller or the Bank within the meaning of the Act or the Exchange Act and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Seller or the Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based (i) upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing the Registration Statement, the Preliminary Prospectus, the Prospectus, or that any amendment or supplement thereto, 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 made therein, in light of the circumstances under which they were made, therein not misleading, in 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 reliance upon and in conformity with written information furnished to the Issuer, the Seller and the Bank by such Underwriter through the Representatives specifically for use therein and (ii) with regard to any investor with whom an Underwriter enters into a Contract of Sale for the Notes prior to the filing of the final Prospectus, the failure upon the part of such Underwriter to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to such investor at or prior to the time of the contract of sale for such Notes; provided, however, that to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of the Seller or the Bank unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such contract of sale. Each Underwriter will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of Seller or the Act or Section 20 of the Exchange Act Bank, as applicable, in connection with investigating or defending any such lossof the losses, claimclaims, damagedamages, or liabilities (or actions in respect thereof) for which it has agreed to indemnify the Seller or the Bank, as applicable, in accordance with the foregoing. The Seller and the Bank agree with each Underwriter that the only written information furnished to the Issuer, the Seller and the Bank by the Underwriters specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or the Ratings Issuer Free Writing Prospectus is the information relating to the Underwriters and the underwriting of the Notes in the second sentence of the fourth paragraph and the sixth paragraph (except for the information relating to the Depositor in the last sentence thereof) under the heading “Underwriting” in the Preliminary Prospectus or the Prospectus (“Underwriter Information”). This indemnity agreement will be in addition to any liability or actionthat each Underwriter may otherwise have. (bc) Each Underwriter, severally and not jointly, agrees to will indemnify and hold harmless the Issuer, the Transferor Seller and the Bank, Bank and each of their respective directors and officers and each Person person, if any, who controls the Transferor and Seller or the Bank, respectively, Bank within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand the respective officers, a “WFN Indemnified Party”)directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Transferor Seller or the Bank, as the case may be, Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Underwriter Free Writing Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, Seller or the Bank or any other WFN Indemnified Party Seller in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter 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 in, or any such omission or alleged omission from, in any Underwriter Free Writing Prospectus (i) made in reliance upon and in conformity with (i) any written information furnished to the related Underwriter by the Transferor, the Issuer Seller or the Bank specifically for use therein or approved expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission therein) in the Preliminary Time of Sale Information, the Prospectus or Prospectus, the Issuer Information which information was not corrected by information subsequently provided by the Transferor, the Issuer Seller or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. This indemnity agreement will be in addition to any liability that each Underwriter may otherwise have. (d) Promptly after receipt by an indemnified party under this section Section 9 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection clause (a), (b) or (c) aboveof this Section 9, notify the indemnifying party in writing of the commencement thereof; but provided, that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9, except to the extent that it has been materially prejudiced by such failure and, provided further, that the omission and/or delay so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent otherwise than under clause (a), (b) or (c) of any material prejudice to such indemnifying party arising from such failure to provide such noticethis Section 9. In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wishelect by written notice, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and the appointment of satisfactory counsel, including local counsel if applicable, the indemnifying party will not be liable to such indemnified party under this section Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless . If the defendants in any action include both the indemnified party and the indemnifying party has failed within a reasonable time and the indemnified party shall have reasonably concluded that (i) there exists actual or potential conflicting interests between the indemnifying party and the indemnified parties, or (ii) there may be legal defenses available to retain counsel reasonably satisfactory it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel, including local counsel if applicable, to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties at the expense of the indemnifying party, subject to the approval of the indemnifying party (such approval not to be unreasonably withheld). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any such indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. (e) If the indemnification provided for in this section Section 9 is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) abovethis Section 9, then each such indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a)this Section 9, (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transferor Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other from the offering of the Underwritten Notes, Notes 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 fault of the Transferor Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor Issuer or the Seller bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notesrelevant Underwriter. The relative fault 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 Transferor and Issuer, the Seller or the Bank or the Underwriters by any Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection clause (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection clause (e). Notwithstanding the provisions of this subsection clause (e), the Underwriters no Underwriter shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement discounts and commissions received by it in connection with such Notes underwritten by it exceeds the amount of any damages which the Underwriters have such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notesomission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The obligation of each Underwriter under this Section 9(e) shall be several and not joint. (f) The obligations of the Transferor and the Bank indemnifying party under this Section 9 shall be in addition to any liability which the Transferor or the Bank indemnifying party may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Personperson, if any, who controls the Transferor or the Bank indemnified party within the meaning of the Act.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in 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 thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or ProspectusExchange Act, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter prior furnished to the time of use Company by or on behalf of such Underwriter Free Writing through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that the following information set forth under the heading “Underwriting,” (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitutes the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless (i) such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the Underwritten Notes, underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation that does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. (f) The obligations of the Transferor and the Bank Any losses, claims, damages, liabilities or expenses 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 such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in addition 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, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any liability which Underwriter, its directors or officers or any person controlling any Underwriter, or to the Transferor Company, its directors or officers, or any person controlling the Bank may otherwise have and Company, shall extend, upon be entitled to the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning benefits of the Act; indemnity, contribution and the obligations of any Underwriter under reimbursement agreements contained in this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act8.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Statutory Prospectus), the Prospectus, any “road show” as defined in Rule 433(h) or any Written Testing-the-Waters Communication or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or ProspectusExchange Act, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter prior furnished to the time of use Company by or on behalf of such Underwriter Free Writing through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that (i) the statements set forth in the last paragraph of the cover page regarding delivery of Securities and (ii), in the statements set forth under the heading “Underwriting,” (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld, effect delayed or conditioned), settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless (i) such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the Underwritten Notes, amount by which the underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation that does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. (f) The obligations of the Transferor and the Bank Any losses, claims, damages, liabilities or expenses 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 such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in addition 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, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any liability which Underwriter, its directors or officers or any person controlling any Underwriter, or to the Transferor Company, its directors or officers, or any person controlling the Bank may otherwise have and Company, shall extend, upon be entitled to the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning benefits of the Act; indemnity, contribution and the obligations of any Underwriter under reimbursement agreements contained in this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act8.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in 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 thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank specifically for use therein or approved for use therein or (ii) the Preliminary Prospectus or ProspectusExchange Act, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter prior furnished to the time of use Company by or on behalf of such Underwriter Free Writing through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that the following statements set forth under the heading “Underwriting,” (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentence related to the Underwriters’ intention not to make sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld, effect delayed or conditioned), settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless (i) such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the Underwritten Notes, underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation that does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. (f) The obligations of the Transferor and the Bank Any losses, claims, damages, liabilities or expenses 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 such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in addition 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, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any liability which Underwriter, its directors or officers or any person controlling any Underwriter, or to the Transferor Company, its directors or officers, or any person controlling the Bank may otherwise have and Company, shall extend, upon be entitled to the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning benefits of the Act; indemnity, contribution and the obligations of any Underwriter under reimbursement agreements contained in this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act8.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Statutory Prospectus), the Prospectus, any “roadshow” as defined in Rule 433(h) of the Act or any Testing-the-Waters Communication or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank specifically for use therein or approved for use therein or Exchange Act (ii) the Preliminary Prospectus or Prospectuseach, which information was not corrected by information subsequently provided by the Transferoran “indemnified party”), the Issuer or the Bank to the related same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter prior furnished to the time of use Company by or on behalf of such Underwriter Free Writing through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. For the Offering, the Company acknowledges that the following statements set forth under the heading “Underwriting” in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity: (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentence related to the Underwriters’ intention not to make sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph ‎(a) or ‎(b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph ‎(a) or ‎(b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld, effect delayed or conditioned), settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request, or in good faith contested the obligation to make such reimbursement, prior to the date of such settlement. (ed) If In the indemnification event that the indemnity provided for in paragraph ‎(a) or ‎(b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the Underwritten Notes, underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation that does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection (eparagraph ‎(d), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph ‎(d). The Underwriters’ obligations to contribute pursuant to paragraphs ‎(c) and ‎(d) of this Section 8 are several in proportion to their respective purchase obligations hereunder and not joint. (e) In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Testing-the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. (f) The obligations of the Transferor and the Bank Any losses, claims, damages, liabilities or expenses 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 such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in addition 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, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any liability which Underwriter, its directors or officers or any person controlling any Underwriter, or to the Transferor Company, its directors or officers, or any person controlling the Bank may otherwise have and Company, shall extend, upon be entitled to the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning benefits of the Act; indemnity, contribution and the obligations of any Underwriter under reimbursement agreements contained in this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor or the Bank, to each officer of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Act8.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees, affiliates and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement for the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result registration of the omission of pricing and price-dependent informationSecurities as originally filed or in any amendment thereof, which information shall of necessity appear only or in the any Preliminary Prospectus), the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its executive officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of Securities and (ii) in the section entitled “Underwriting” of the Statutory Prospectus and Prospectus, the 12th and 13th paragraphs concerning the purchase and sale of Units in the open market and other stabilizing transactions by the underwriters and penalty bids, constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by and the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (ed) If In the indemnification event that the indemnity provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection paragraph (a), (b) or (c) aboveof this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten Notes, or (ii) if Offering. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters in no event shall not an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on discounts and commissions received by such Underwriter with respect to the cover page of the Prospectus Supplement Offering exceeds the amount of any damages which the Underwriters have that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to omission. Notwithstanding the Notes. No Person provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee, affiliate and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees, affiliates and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the Act, the Exchange 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement for the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result registration of the omission of pricing and price-dependent informationShares as originally filed or in any amendment thereof, which information shall of necessity appear only or in the any Preliminary Prospectus), the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its executive officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of Shares and (ii) in the section entitled “Underwriting” of the Statutory Prospectus and Prospectus, and the 16th and 17th paragraphs concerning the purchase and sale of Shares in the open market and other stabilizing transactions by the underwriters and penalty bids, constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by and the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (ed) If In the indemnification event that the indemnity provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection paragraph (a), (b) or (c) aboveof this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten Notes, or (ii) if Offering. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters in no event shall not an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on discounts and commissions received by such Underwriter with respect to the cover page of the Prospectus Supplement Offering exceeds the amount of any damages which the Underwriters have that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to omission. Notwithstanding the Notes. No Person provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee, affiliate and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor Company and the Bank, Operating Partnership jointly and severally, will severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each Person person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include Final Prospectus, or any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Issuer Free Writing Prospectus, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company and the Operating Partnership will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter by through the TransferorRepresentatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company and the Operating Partnership may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company and the Operating Partnership, each of the Issuer Company’s directors, each of the Company’s officers who signs the Registration Statement, and each person who controls the Company and the Operating Partnership within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company and the Operating Partnership to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company and the Operating Partnership acknowledge that the following statements set forth in the Preliminary Prospectus and the Final Prospectus under the heading “Underwriting”: (i) the names of the Underwriters, (ii) the eighth and ninth paragraphs thereof related to stabilization, syndicate covering transactions and penalty bids and (iii) the tenth paragraph thereof related to online distribution of any Preliminary Prospectus or and the Final Prospectus, which constitute the only information was not corrected furnished in writing by information subsequently provided by or on behalf of the Transferorseveral Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (A) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any an indemnified party. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) abovethe Company, then each indemnifying party shall the Operating Partnership and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a)which the Company, (b) the Operating Partnership and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor Company and the Bank Operating Partnership on the one hand and by the Underwriters on the other from the offering of the Underwritten NotesSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company, the Operating Partnership and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor Company and the Bank Operating Partnership on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor Company and by the Bank on the one hand and the Underwriters on the other Operating Partnership shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) received by each of the Notes them, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company or by the Bank Operating Partnership on the one hand or by the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company, the Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee, affiliate and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director of person who controls the Transferor Company or the BankOperating Partnership within the meaning of either the Act or the Exchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company and the Operating Partnership, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor Each of the Company and the BankGuarantors, jointly and severally, will agrees to indemnify and hold harmless each Underwriter Holder of Registrable Securities covered by any Shelf Registration Statement, and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers and Affiliates of each such Holder or Exchanging Dealer and each Person person who controls any Underwriter such Holder or Exchanging Dealer within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoingProspectus, 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 made therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within (in the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon in the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, ) not misleading, and will agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Underwriter Company and Guarantors by the Transferor, the Issuer or the Bank on behalf of any such Holder or Exchanging Dealer specifically for use therein inclusion therein. This indemnity agreement shall be in addition to any liability that the Company and Guarantors may otherwise have. Each of the Company and the Guarantors, jointly and severally, also agrees to indemnify as provided in this Section 6(a) against or approved for use therein contribute as provided in Section 6(d) hereof to Losses of each underwriter, if any, of Registrable Securities registered under a Shelf Registration Statement, their directors, officers, or (iiAffiliates and each person who controls such underwriter on substantially the same basis as that of the indemnification of the selling Holders and Exchanging Dealers provided in this Section 6(a) the Preliminary Prospectus or Prospectusand shall, which information was not corrected if requested by information subsequently any Holder, enter into an underwriting agreement reflecting such agreement, as provided by the Transferor, the Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectusin Section 4(p) hereof. (db) Each Holder of securities covered by a Registration Statement (including each Dealer Manager that is a Holder, in such capacity) and each Exchanging Dealer severally and not jointly agrees to indemnify and hold harmless the Company, the Guarantors and the other selling Holders, each of the directors of the Company and the Guarantors, each of the officers of the Company and the Guarantors who signs such Registration Statement and each person who controls the Company, the Guarantors and any other selling Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company and Guarantors to each such Holder and Exchanging Dealer, but only with reference to written information relating to such Holder or such Exchanging Dealer, as the case may be, furnished to the Company and Guarantors by or on behalf of such Holder or Exchanging Dealer specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any such Holder or Exchanging Dealer may otherwise have. (c) Promptly after receipt by an indemnified party under this section Section 6 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereofany separate counsel, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with than local counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to if not appointed by the indemnifying party), and after notice from retained by the indemnifying party to such indemnified party of its election so to assume the defense thereofor parties except as set forth below); provided, the indemnifying party will not however, that such counsel shall be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action and does not include a statement as toclaim, action, suit or an admission of, fault, culpability or failure to act by or on behalf of any indemnified partyproceeding. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) abovefor any reason, then each applicable indemnifying party shall shall, in lieu of indemnifying such indemnified party thereunder, have a joint and several obligation to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to in subsection (a), (b) or (c) above (i) which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank such indemnifying party, on the one hand hand, and the Underwriters such indemnified party, on the other hand, from the offering Registration Statement which resulted in such Losses; provided, however, that in no case shall any Dealer Manager be responsible, in the aggregate, for any amount in excess of the Underwritten NotesFee (as defined in the Dealer Manager Agreement) paid by the Company and Guarantors to it under the Dealer Manager Agreement in consideration for fulfillment of its obligations thereunder, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or (ii) if commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank such indemnifying party, on the one hand hand, and the Underwriters such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notes. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and the Bank or the Underwriters and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid parties agree that it would not be just and equitable if contribution were determined by an indemnified party pro rata allocation (even if the Holders were treated as a result one entity for such purpose) or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extendSection, upon the same terms and conditions, to each Person, if any, person who controls any Underwriter a Holder within the meaning of Section 15 of the Act; Act or Section 20 of the Exchange Act and the obligations each director or officer of any Underwriter under this Section such Holder shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Holder, and conditions, to each director person who controls the Company or the Guarantors within the meaning of Section 15 of the Transferor Act or Section 20 of the BankExchange Act, to each officer of the Transferor Company or Guarantors who has shall have signed the Registration Statement and each director of the Company or Guarantors shall have the same rights to contribution as the Company and Guarantors, subject in each Personcase to the applicable terms and conditions of this paragraph (d). (e) The provisions of this Section will remain in full force and effect, if anyregardless of any investigation made by or on behalf of any Holder, who controls the Transferor Company or the Bank within the meaning Guarantors or any of the Actindemnified persons referred to in this Section 6, and will survive the sale by a Holder of securities covered by a Registration Statement.

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, any broker-dealer affiliate of an Underwriter involved in the distribution of the Securities, and each Person person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include Final Prospectus, or any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Issuer Free Writing Prospectus, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within (in the meaning of Section 15 case of the Act or Section 20 of Base Prospectus, any Preliminary Prospectus, the Exchange Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such lossFinal Prospectus, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of any amendment or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made thereinsupplement thereto, in the light of the circumstances under which they were are made, ) not misleading, and will agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter by through the TransferorRepresentatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the second sentence of the second paragraph of the cover page regarding offers of the Securities and the last paragraph of the cover page regarding delivery of the Securities and, under the heading “Underwriting,” (i) the list of Underwriters and their respective participation in the sale of the Securities, (ii) the fourth paragraph and (iii) the ninth and tenth paragraphs in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Final Prospectus or any Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above to the extent it is not materially prejudiced as a result thereof and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten NotesSecurities; provided, or however, that in no case shall any Underwriter (iiexcept as may be provided in any agreement among underwriters relating to the offering of the Securities) if be responsible for any amount in excess of the difference between (a) the aggregate price to the public of the Securities underwritten by each Underwriter and distributed by it to the public and (b) the aggregate price to purchase such Securities from the Company. If the result of the calculation in the foregoing proviso shall result in a negative number, such Underwriter shall not be responsible for any amount. If the allocation provided by clause (ithe first sentence of this Section 8(d) above is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts it, and commissions benefits received by the Underwriters with respect shall be deemed to be equal to the Underwritten Notesdifference between (a) the aggregate price to the public of the Securities underwritten by each Underwriter and distributed by it to the public and (b) the aggregate price to purchase such Securities from the Company. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees, affiliates and agents of each Person Underwriter, each person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against (i) any and all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Statutory Prospectus), the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Transferorinformation described in the last sentence of Section (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and (ii) under the heading “Underwriting” (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the third sentence in the third paragraph and (z) the thirteenth and fourteenth paragraphs, in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer Statutory Prospectus or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In appoint one counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent all indemnified parties in any action for which indemnification is sought (in which case any such action is brought against any indemnified party and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with separate counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of retained by the indemnified partyparties except as set forth below); provided, however, that such counsel shall be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified parties. Notwithstanding the indemnifying party’s election to appoint one counsel to represent all indemnified parties in an action, the indemnified parties shall have the right to employ one separate counsel (including one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified parties would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified parties and the indemnifying party and the indemnified parties shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified parties to represent the indemnified parties within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified parties to employ separate counsel at the expense of the indemnifying party. No An indemnifying party shallwill not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld, effect delayed or conditioned), settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of, of fault, culpability or failure to act by or on behalf of any indemnified party. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) above, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the Underwritten Notes, underwriting discount or (ii) if commission received by such Underwriter applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering Offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by received, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesProspectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation that does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee, affiliate and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Transferor Each of the Company, TW NY and the Bank, jointly and severally, will TWE agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each Person person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, Statement or in any amendment or supplement to any of the foregoingthereof, 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 made therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementBase Prospectus, any Preliminary Final Prospectus, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include Final Prospectus, any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Issuer Free Writing Prospectus), the Prospectus, Disclosure Package or in any amendment thereof or supplement to any of the foregoingthereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter none of the Company, TW NY or TWE 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company, TW NY or TWE by or on behalf of any Underwriter by through the TransferorRepresentatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company, TW NY or TWE may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless each of the Issuer Company, TW NY and TWE, each of their respective directors, each of their respective officers, and each person who controls the Company, TW NY and TWE within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company, TW NY and TWE to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company, TW NY and TWE by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. Each of the Company, TW NY and TWE acknowledges that (i) the statements set forth in any Preliminary Final Prospectus and Final Prospectus in (1) the last paragraph of the cover page regarding the delivery of the Securities and, under the heading “Underwriting”, (2) the list of Underwriters and their respective participation in the sale of the Securities, (3) the sentences related to concessions and reallowances and (4) the paragraph related to stabilization, syndicate covering transactions and penalty bids and (ii) any information expressly furnished by the Preliminary Underwriters for inclusion in any Issuer Free Writing Prospectus or Prospectusappearing on Schedule IV, which information was Issuer Free Writing Prospectuses shall not corrected by information subsequently provided by include the Transferorfinal term sheets, the Issuer or the Bank to the related Underwriter prior to the time form of use of such Underwriter Free Writing Prospectuswhich appears in Schedule III. (dc) Promptly after receipt by an indemnified party under this section Section 7 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except and as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the extent of any material prejudice indemnified party. Notwithstanding the indemnifying party’s election to such appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including separate local counsel), and the indemnifying party arising from shall bear the reasonable fees, costs and expenses of such failure separate counsel if (i) the use of counsel chosen by the indemnifying party to provide represent the indemnified party would present such notice. In case counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action is brought against any include both the indemnified party and it notifies the indemnifying party of and the commencement thereofindemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party (it being understood, however, that in connection with such action, the indemnifying party will shall not be entitled liable for the expenses of more than one separate counsel (in addition to participate therein andlocal counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, to representing the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory indemnified parties who are parties to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying partyaction or actions), and after notice from (iii) the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter arising out of such action claim, action, suit or proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act act, by or on behalf of any indemnified party. No indemnifying party shall be liable for any settlement or compromise of, or consent to the entry of judgment with respect to, any claim, action, suit or proceeding affected, without its consent, which consent shall not be unreasonably withheld or delayed. (ed) If In the indemnification event that the indemnity provided for in paragraph (a) or (b) of this section Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)for any reason, (b) or (c) abovethe Company, then each indemnifying party shall TW NY, TWE and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to in subsection (a)which the Company, (b) the Guarantors and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor Company, TW NY and TWE on one hand, and by the Bank on the one hand and the Underwriters Underwriters, on the other hand, from the offering of the Underwritten NotesSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company, TW NY, TWE and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor Company and the Bank Guarantors, on the one hand hand, and of the Underwriters Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor Company and the Bank on the one hand and the Underwriters on the other Guarantors shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) of the Notes ), and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company, TW NY or TWE on the Bank one hand, or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend7, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditionseach person who controls the Company, to TW NY or TWE within the meaning of either the Act or the Exchange Act, each officer of the Company, TW NY or TWE and each director of the Transferor Company, TW NY or TWE shall have the Banksame rights to contribution as the Company and the Guarantors, subject in each case to each officer the applicable terms and conditions of the Transferor who has signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning of the Actthis paragraph (d).

Indemnification and Contribution. (a) The Transferor and the Bank, jointly and severally, will Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each Person person who controls any Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act from against any and against (i) any all losses, claims, damages or liabilities, joint or several, to which the Underwriters they or any of them may become subject, subject under the 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) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement or in any subsequent amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Preliminary Final Prospectus, any Issuer Free Writing Prospectus (it being understood that such indemnification with respect to or the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only contained in the Prospectus), the Prospectusfinal term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement to any of the foregoingthereto, 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 made therein not misleading, and will agrees to reimburse each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act such indemnified party, as incurred, for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Transferor and the Bank will 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 an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriters’ Information; and (ii) any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, and each of their respective directors and officers and each Person who controls the Transferor and the Bank, respectively, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “WFN Indemnified Party”), against any losses, claims, damages or liabilities to which the Transferor or the Bank, as the case may be, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include any loss, claim, damage or liability which arises solely as the result of the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus, or in any amendment or supplement to any of the foregoing, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, in each case to the extent, but only to the extent, that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information, and will reimburse any actual legal or other expenses reasonably incurred by the Transferor, the Bank and each other WFN Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless each WFN Indemnified Party (i) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale prior to the time of such Contract of Sale, the Preliminary Prospectus, or if the Prospectus is then available, the Prospectus; provided, however, that, to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of any such WFN Indemnified Party unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such Contract of Sale and (ii) against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined below), or that arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and will reimburse any legal or other expenses reasonably incurred by the Issuer, the Transferor, the Bank or any other WFN Indemnified Party them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter the Company will 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 in, or any such omission or alleged omission from, any Underwriter Free Writing Prospectus made therein in reliance upon and in conformity with (i) any written information furnished to the related Company by or on behalf of any Underwriter by through the TransferorRepresentatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Issuer Registration Statement, and each person who controls the Company within the meaning of either the Act or the Bank Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use therein or approved for use therein or inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities, (ii) under the heading “Underwriting”, (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Final Prospectus or any Issuer or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. (dc) Promptly after receipt by an indemnified party under this section Section 8 of notice of the commencement of any action or the assertion by a third party of a claimaction, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) abovethis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party except and to other than the extent of any material prejudice to such indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party arising from such failure shall be entitled to provide such notice. In case any such action is brought against any appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party and it notifies in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who or parties except as set forth below); provided, however, that such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party. No Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shallshall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel (in addition to one local counsel) for all such indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect settle or compromise or consent to the entry of any settlement of judgment with respect to any pending or threatened action claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party claim or action) unless such settlement settlement, compromise or consent includes an unconditional release of such each indemnified party from all liability on any claims that are the subject matter arising out of such action and does not include a statement as toclaim, action, suit or an admission of, fault, culpability or failure to act by or on behalf proceeding. No indemnifying party will be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified partyparty from and against any loss or liability by reason of such settlement or judgment. (ed) If In the indemnification event that the indemnity provided for in this section is unavailable or insufficient to hold harmless an indemnified party under subsection paragraph (a), (b) or (c) aboveof this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each indemnifying party shall the Company and the Underwriters severally agree to contribute to the amount paid or payable by such indemnified party as a result of the aggregate losses, claims, damages and liabilities (including legal or liabilities referred other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to in subsection (a), (b) which the Company and one or (c) above (i) more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Transferor and the Bank Company on the one hand and by the Underwriters on the other from the offering of the Underwritten NotesSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or (ii) if commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by clause (i) above the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only the such relative benefits referred to in clause (i) above but also the relative fault of the Transferor and the Bank Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other Company shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) of the Notes received by it, and benefits received by the Transferor bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by commissions, in each case as set forth on the Underwriters with respect to cover page of the Underwritten NotesFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Transferor and Company on the Bank one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Notesomission. The amount paid Company and the Underwriters agree that it would not be just and equitable if contribution were determined by an indemnified party as a result pro rata allocation or any other method of allocation which does not take account of the losses, claims, damages or liabilities equitable considerations referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e)above. Notwithstanding the provisions of this subsection paragraph (ed), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Notes. No Person no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (f) The obligations . For purposes of the Transferor and the Bank under this Section shall be in addition to any liability which the Transferor or the Bank may otherwise have and shall extend8, upon the same terms and conditions, to each Person, if any, person who controls any an Underwriter within the meaning of either the Act; Act or the Exchange Act and the obligations each director, officer, employee and agent of any an Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director person who controls the Company within the meaning of either the Transferor Act or the BankExchange Act, to each officer of the Transferor Company who has shall have signed the Registration Statement and to each Person, if any, who controls the Transferor or the Bank within the meaning director of the ActCompany shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).