Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 or the Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred incurred, as incurred, by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus, any Issuer Free Writing Prospectus was corrected in the Prospectus (or the Time of Sale Information, or any such amendment or supplement of or Prospectus as supplemented prior to the foregoing, confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which information is specified in Section 9(b) hereofthe Company may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and their affiliates that participate or are alleged to have participated in the offering of the Securities and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus, the Pricing Disclosure Package or the Final Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the preparation thereof, or that part of the Registration Statement, Statement constituting the Prospectus as amended or supplemented, “Statement of Eligibility and Qualification of Trustee” (Form T-1) under the Trust Indenture Act. This indemnity agreement will be in addition to any Preliminary Prospectus, any Issuer Free Writing Prospectus or liability which the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will Republic agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of the Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or any of them may become subject, subject under the laws of any jurisdiction, including but not limited to 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter him or it in connection with investigating or defending any such loss, claim, damage, liability or action or claim as within a reasonable time after such expenses are incurred; provided, however, that (i) the Company shall Republic 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Republic by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act, any the untrue statement or omission of a material fact contained in the Preliminary Prospectus, any Issuer Free Writing Prospectus was corrected in the Prospectus (or the Time of Sale Information, Prospectus as amended or supplemented) and the Republic previously furnished copies thereof to such Underwriter. This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofRepublic may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agree to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof or (B) in any Current Report or any amendment or supplement thereof, except to the extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the information concerning the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of any Computational Materials, Collateral Term Sheets or ABS Term Sheets included in such Current Report (or amendment or supplement thereof), (ii) such indemnity with respect to the Basic Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, ) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any Preliminary Prospectus, any Issuer Free Writing case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus was corrected in the Final Prospectus (or the Time Final Prospectus as amended or supplemented), and (iii) such indemnity with respect to any Collateral Error shall not inure to the benefit of Sale Information, any Underwriter (or any person controlling such amendment Underwriter) from whom the person asserting any loss, claim, damage or supplement liability received any Computational Materials, Collateral Term Sheets or ABS Term Sheets that were prepared on the basis of such Collateral Error, if, prior to the time of confirmation of the sale of the Securities to such person, the Company notified such Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error"), and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which 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) an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or any amendment or supplement (when considered together with the document to which such supplement relates) 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 therein not misleading, misleading or (ii) any untrue statement Preliminary Prospectus, the Final Prospectus or alleged untrue statement of a material fact contained in any other prospectus relating to the Prospectus (Securities, or any amendment or supplement (when considered together with the document to which such supplement relates) thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus the Registration Statement or the Time of Sale InformationFinal Prospectus and any other prospectus relating to the Securities, or any such amendment or supplement of or to the foregoing, supplement(s) in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds applicable Securities through the Representatives expressly for use in the Registration StatementFinal Prospectus; provided, further, that the Company shall not be liable to any Underwriter under this Section 7(a) with respect to any Preliminary Prospectus to the extent that a court of competent jurisdiction has found by final and nonappealable order that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Final Prospectus as then amended or supplemented (it being understood that if at the time of any such claim such Underwriter shall certify that it has sent or given the Final Prospectus as then amended or supplemented to any person making such claim at or prior to the written confirmation of such sale, it shall be presumed that such Final Prospectus has been so sent or given unless the Company shall have sustained the burden of proving, in a court of competent jurisdiction by a final and nonappealable order, that the facts are otherwise), if (i) such delivery to such person is required by Section 5 of the Act, (ii) the Company has furnished copies of such Final Prospectus as amended or supplemented to such Underwriter a reasonable period of time prior to such Underwriter being required so to deliver such Final Prospectus as amended or supplemented and (iii) the untrue or alleged untrue statement or omission or alleged omission of material fact contained in the Preliminary Prospectus was corrected by such Final Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof.

Indemnification and Contribution. (a) The Company will Bank agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Underwriter they may become subject, under the Act or otherwise, subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or in any revision or amendment thereof or supplement thereto or any amendment or supplement theretorelated preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Bank by any Underwriter specifically for use therein or any revision or amendment thereof or supplement thereto. The foregoing indemnification with respect to any untrue statement or omission in any preliminary prospectus or prospectus supplement shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Certificates, or any person controlling such Underwriter, if a copy of the First Mortgage Bonds through Prospectus (as then amended or supplemented if the Representatives expressly for use in Bank shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the Registration Statement, written confirmation of the sale of such Certificates to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, any Preliminary Prospectusclaim, any Issuer Free Writing Prospectus damage or liability provided that the Time of Sale Information, or any Bank shall have identified to such amendment or supplement of or Underwriter in writing such defect prior to the foregoing, which information is specified in Section 9(b) hereofdelivery of such written confirmation by such Underwriter to such person.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless each Underwriter of the Selling Holders, each of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls each such Selling Holder or any such underwriter within the meaning of the Securities Act (collectively, the “Covered Persons”) against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which such Underwriter Person may become subject, be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any related registration statement filed under the Registration StatementSecurities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in and the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and Company will reimburse each Underwriter such Covered Person, as incurred, for any legal or any other expenses reasonably incurred by such Underwriter Covered Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplementedsuch registration statement, any Preliminary Prospectussuch preliminary prospectus or final prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly such Selling Holder or such underwriter specifically for use in the Registration Statement, preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Covered Person and shall survive the Prospectus as amended or supplemented, transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any Preliminary Prospectus, case in which either (a) any Issuer Free Writing Prospectus or the Time of Sale InformationHolder exercising rights under this Agreement, or any controlling person of any such amendment Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgment or supplement decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such Holder will contribute to the foregoingaggregate losses, claims, damages or liabilities to which information they may be subject (after contribution from others) in such proportion so that such Holder is specified responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement; and (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 9(b11(f) hereofof the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, and each Person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred by any Underwriter or any such controlling person in respect thereofconnection with defending or investigating any such action or claim) arise out of or are based upon (i) an caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any amendment thereof, the Preliminary Prospectus or supplement the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or (ii) liabilities are caused by any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission based upon Underwriter Information or alleged omission made in Depositary Information; PROVIDED, HOWEVER, that the Registration Statementforegoing indemnity agreement with respect to the Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Certificates, or to the benefit of any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such Offered Certificates to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, any Preliminary Prospectusclaims, any Issuer Free Writing damages or liabilities unless such failure to deliver the Prospectus or the Time was a result of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to noncompliance by the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified with its delivery requirements set forth in Section 9(b) hereof4(a).

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Sections 2 or 3, the Company will indemnify and hold harmless each Underwriter seller of Registrable Stock thereunder, each underwriter of such Registrable Stock thereunder and each other person, if any, who controls or is alleged to control such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter seller, 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 (i) an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Stock were registered under the Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise arises out of or are based upon the omission any violation or alleged omission violation of any federal, state or other law, rule or regulation relating to state therein a material fact necessary any action or inaction in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingconnection therewith, and will reimburse each Underwriter such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; action, provided, however, that the Company shall will not be liable in to any such case indemnitee if and to the extent that any such loss, claim, damage or liability arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information with respect to such indemnitee furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly such indemnitee in writing specifically for use in such registration statement or prospectus. The indemnities of the Registration Statement, the Prospectus as amended Company contained in this Section 6 shall remain in full force and effect regardless of any investigation made by or supplemented, on behalf of such indemnified person and shall survive any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time transfer of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofRegistrable Stock.

Indemnification and Contribution. (a) The Company will Issuers, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise out of or are based upon (i) an caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Disclosure Package (as amended or 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 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 theretosupplemented), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed free writing prospectus as defined under Rule 433(d) of under the ActSecurities Act or the Prospectus (as amended or supplemented), or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to any Issuer in writing by such Underwriter through the Managers expressly for use therein; provided, however, that the foregoing indemnity with respect to any preliminary prospectus, any issuer free writing prospectus or the Disclosure Package shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Offered Securities, or any person controlling any such Underwriter, if (a) the Issuers have notified such Underwriter that any preliminary prospectus, any issuer free writing prospectus or the Disclosure Package contains an untrue statement of a material fact or an omission to state a material fact necessary to make the statements therein not misleading, (b) the Issuers provided a copy of any such preliminary prospectus, issuer free writing prospectus or Disclosure Package (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or a separate free writing prospectus correcting such material misstatement or omission to the contact of the Managers indicated in the notice provision contained in this Agreement sufficiently in advance of first entering into a contract of sale of Offered Securities with such person (the “Time of Sale”) so that such preliminary prospectus, issuer free writing prospectus or Disclosure Package (as so amended or supplemented but without reference to documents incorporated by reference therein) or separate free writing prospectus could have been conveyed to such person prior to the Applicable Time, and will reimburse (c) the information contained in any such corrected preliminary prospectus, issuer free writing prospectus, Disclosure Package or separate free writing prospectus was not conveyed by or on behalf of such Underwriter to such person, if required by law so to have been conveyed, at or prior to the Time of Sale, and if such corrected preliminary prospectus, issuer free writing prospectus, or Disclosure Package (as so amended or supplemented but without reference to documents incorporated by reference therein) or separate free writing prospectus would have cured the defect giving rise to such loss, claim, damage or liability. Each Underwriter severally and not jointly agrees to indemnify and hold harmless each Issuer, their respective directors and officers who sign the Registration Statement and each person, if any, who controls an Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuers to such Underwriter, but only with reference to information relating to such Underwriter furnished to any Issuer in writing by such Underwriter through the Managers expressly for use in the Registration Statement, any preliminary prospectus, the Disclosure Package, any issuer free writing prospectus, the Prospectus or any amendment or supplement thereto. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (hereinafter called the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. 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 reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons of the Underwriters, such firm shall be designated in writing by the Managers. In the case of any such separate firm for the Issuers and such directors, officers and controlling persons of the Issuers, such firm shall be designated in writing by the Issuers. 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, to the extent provided in the two immediately preceding paragraphs, the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. If the indemnification provided for in the first or second paragraph of this Section 7 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities for which indemnification is provided herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and the Underwriters on the other from the offering of the Offered 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 Issuers 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, as well as any other relevant equitable considerations. The relative benefits received by the Issuers and the Underwriters shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Issuers bear to the total underwriting discounts and commissions received by the Underwriters in respect thereof. The relative fault of the Issuers and the Underwriters 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 Issuers or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Underwriter indemnified party in connection with investigating or defending any such action or claim as such expenses are incurred; providedclaim. Notwithstanding the provisions of this Section 7, however, that the Company Underwriters shall not be liable required to contribute any amount in any such case excess of the amount by which the total price at which the Offered Securities underwritten by them and distributed to the extent that public were offered to the public exceeds the amount of any damages which the Underwriters have otherwise been required to pay by reason of 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 omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The indemnity and contribution agreement contained in this Section 7 and the representations and warranties of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made in by or on behalf of the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, Underwriters or any such amendment person controlling the Underwriters or supplement of by or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter on behalf of the First Mortgage Bonds through the Representatives expressly for use in the Registration StatementIssuers, the Prospectus as amended their respective officers or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, directors or any such amendment or supplement other person controlling an Issuer and (iii) acceptance of or to and payment for any of the foregoing, which information is specified in Section 9(b) hereofOffered Securities.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, ) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Prospectus, any Issuer Free Writing Final Prospectus was corrected in the Final Prospectus (or the Time of Sale Information, Final Prospectus as amended or supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will WFASC agrees to indemnify and hold harmless the Underwriter and each person who controls the Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they may become subject, subject under the Act 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or in the Prospectus, or in any revision or amendment thereof 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 therein therein, in the light of the circumstances under which they were made, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the any Issuer Free Writing Prospectus or any Issuer Information contained in any Free Writing Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, other than any Issuer Free Writing Prospectus, the Time of Sale Information), or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information, and will provided that such misstatement or omission was not corrected by information subsequently supplied by WFASC to the Underwriter sufficiently prior to the Time of Sale to such investor to reasonably permit the delivery thereof by the Underwriter to such investor, and WFASC agrees to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter it or him in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall WFASC 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company WFASC by any Underwriter or on behalf of the First Mortgage Bonds through the Representatives expressly Underwriter specifically for use in connection with the Registration Statement, the Prospectus as amended or supplemented, preparation thereof. This indemnity agreement will be in addition to any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, liability which information is specified in Section 9(b) hereofWFASC may otherwise have.

Indemnification and Contribution. (a) The Company will Corporation agrees to indemnify and hold harmless each Underwriter and their affiliates that participate or are alleged to have participated in the offering of the Securities and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus, the Pricing Disclosure Package or the Final Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Corporation 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Corporation by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the preparation thereof, or that part of the Registration Statement, Statement constituting the Prospectus as amended or supplemented, “Statement of Eligibility and Qualification of Trustee” (Form T-1) under the Trust Indenture Act. This indemnity agreement will be in addition to any Preliminary Prospectus, any Issuer Free Writing Prospectus or liability which the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofCorporation may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Certificates as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly Representative specifically for use in connection with the Registration Statementpreparation thereof and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Certificates which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, ) at or prior to the confirmation of the sale of such Certificates to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus was corrected in the Final Prospectus (or the Time of Sale Information, Final Prospectus as amended or supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each of you and each other Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Shares by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus was corrected in the Registration StatementProspectus, provided that the Company has delivered the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, several Underwriters in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (ai) The Company will In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Buyer shall indemnify and hold harmless each Underwriter the Seller’s Indemnitees from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter a Seller’s Indemnitee may become subject, subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (iA) an any untrue statement or any alleged untrue statement of a any material fact contained or incorporated by reference, on the effective date thereof, in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any preliminary prospectus or final prospectus contained therein, any free writing prospectus or any amendment or supplement thereto, or arise out of or are based upon the (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiC) any untrue statement or alleged untrue statement other violation of a material fact contained any applicable securities laws, and in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) each of the Act, foregoing circumstances shall pay for or arise out of or are based upon reimburse the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Seller’s Indemnitees for any legal or any other expenses reasonably incurred by such Underwriter all or any one of the Seller’s Indemnitees in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that that, with respect to any Seller’s Indemnitee, the Company Buyer shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out has been found by a court of or is competent jurisdiction to have been based upon an any actual untrue statement or alleged untrue statement or omission or alleged actual omission made or incorporated by reference in the Registration Statementsuch registration statement, the Prospectus as amended or supplementedpreliminary prospectus, any Preliminary Prospectusprospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, free writing prospectus or any such amendment or supplement of or to the foregoing, thereto solely in reliance upon and in conformity with written information furnished to the Company Buyer by any Underwriter of the First Mortgage Bonds through the Representatives expressly such Seller’s Indemnitee specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Seller’s Indemnitee, and shall survive the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time transfer of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofsecurities by a Seller’s Indemnitee.

Indemnification and Contribution. (a) The Company Republic and the Seller will jointly and severally indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall Republic and the Seller 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 made in the Registration Statement, the Prospectus as amended or supplemented, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, documents in reliance upon and in conformity with written information furnished to the Company Republic or the Seller by any Underwriter through the Representatives, if any, specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the First Mortgage Bonds through the Representatives expressly for use information described as such in the Registration Statementsubsection (b) below; and provided, further, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the Prospectus as amended or supplemented, indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Preliminary Prospectus, any Issuer Free Writing Prospectus or Underwriter from whom the Time of Sale Information, or person asserting any such amendment losses, claims, damages or supplement of or liabilities purchased the Offered Securities concerned, to the foregoingextent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, which information is specified claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, not later than two business days following completion of the sale of such Offered Securities to such person, a copy of the Prospectus (or in Section 9(blieu thereof, the notice referred to in Rule 173(a) hereofof the Act) if the Republic had previously furnished copies of the Prospectus to such Underwriters.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each Selling Stockholder, the directors, officers, employees and agents of each Underwriter and each Selling Stockholder and each person who controls any Underwriter or Selling Stockholder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Prospectus, any Issuer Free Writing Prospectus, or any Written Testing the Waters Communication or in any amendment thereof 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 in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Underwriters or Selling Stockholder, specifically for inclusion therein, it being understood that in the case of the First Mortgage Bonds through the Representatives expressly for use in the Registration StatementSelling Stockholders, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified limited to information provided in Section 9(b) hereofpreparation of the answers to Item 7 of Form S-3. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company will Holdings shall indemnify and hold harmless each Underwriter Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors, trustees, employees, advisors, legal counsel and accountants and each person who controls such Investor or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Indemnified 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 (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Statement or any amendment or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or (ii) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will Holdings hereby agrees to reimburse each Underwriter such Indemnified Person for any all reasonable legal or and other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company Holdings shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made in the from, such Registration Statement, the Statement or Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company Holdings by any Underwriter of the First Mortgage Bonds through the Representatives such Indemnified Person expressly for use therein or (ii) in the Registration Statement, case of the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or occurrence of an event of the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is type specified in Section 9(b) hereof3(e), the use by the Indemnified Person of an outdated or defective Prospectus after Holdings has provided to such Indemnified Person written notice that such Prospectus is outdated or defective.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, ) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Prospectus, any Issuer Free Writing Final Prospectus was corrected in the Final Prospectus (or the Time of Sale Information, Final Prospectus as amended or supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Each of the Company will and SLC jointly and severally agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereof) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or arise any preliminary prospectus, or arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability, or action or claim as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to an Underwriter furnished in writing to the Company or SLC by or on behalf of such Underwriter through the Representative expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 of this Agreement; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any preliminary prospectus shall not be liable in any such case inure to the extent that benefit of an Underwriter (or to the benefit of any person controlling an Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of or is based upon the of Notes by an Underwriter to any person if the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such preliminary prospectus was corrected in the Registration Statementfinal Prospectus and such Underwriter sold Notes to that person without sending or giving at or prior to the written confirmation of such sale, a copy of the final Prospectus (as then amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to supplemented but excluding documents incorporated by reference therein) if the Company by or SLC has previously furnished sufficient copies thereof to such Underwriter. The foregoing indemnity agreement shall be in addition to any Underwriter of liability which the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement for the registration of the Securities as originally filed or in any amendment thereof 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 therein not misleading, misleading or (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Prospectus (or any amendment or supplement thereto)Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or the Time of Sale Informationinformation contained in the Term Sheet, or in any “issuer information” filed amendment thereof or required to be filed under Rule 433(d) of the Actsupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Issuers, the Operating Partnership and the General Partner 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Issuers, the Operating Partnership and the General Partner 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 First Mortgage Bonds through information described as such in subsection (b) below. This indemnity agreement will be in addition to any liability which the Representatives expressly for use in the Registration StatementIssuers, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or Operating Partnership and the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofGeneral Partner may otherwise have.

Indemnification and Contribution. (a) The Company will Depositor agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act from and against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or severalany action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Certificates), to which the Underwriters or any such Underwriter controlling persons may become subject, under the Securities 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, (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiiii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (Prospectus, or any amendment thereof or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d(iv) of the Act, or arise out of or are based upon the omission or alleged omission to state therein in the Prospectus or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and will shall reimburse the Underwriters and each Underwriter such controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Underwriters or such Underwriter controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company Depositor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with (i) written information furnished to the Depositor by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood that the only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(h) hereof, (ii) Seller-Provided Information or (iii) Enhancer-Provided Information; and provided further, however, that the Depositor 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 made from any Preliminary Prospectus that was eliminated or remedied in the Registration StatementProspectus, if a copy of the Prospectus as amended was not sent or supplementedgiven with or prior to the written confirmation of the sale of any Security to the person asserting the loss, claim, damage or liability, if required by the Act. The foregoing indemnity agreement is in addition to any Preliminary Prospectus, any Issuer Free Writing Prospectus or liability which the Time of Sale Information, Depositor may otherwise have to the Underwriters or any such amendment or supplement controlling person of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofan Underwriter.

Indemnification and Contribution. (a) The Upon the effectiveness of the Registration of Applicable Securities pursuant to Section 4.1 or 4.2, the Company will shall indemnify and hold harmless each Demanding Stockholder or Participating Stockholder and each Underwriter or selling agent, and each of their respective officers and directors and each Person who controls such Demanding Stockholder or Participating Stockholder, Underwriter or selling agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes referred to as an "Indemnified Person") from and against any losses, claims, damages or liabilities, joint or several, (or actions in respect thereof) to which such Underwriter Indemnified Person may become subject, subject under the Securities 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 (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Applicable Securities are registered under the Registration StatementSecurities Act, or any Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment or supplement theretothereto in each case relating to the sale of Applicable Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in and the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required Company hereby agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such Indemnified Person for any reasonable legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such loss, claim, damage or liability (or action or claim in respect thereof) as such expenses are incurred; provided, however, that (i) the Company shall not be liable to any such Indemnified Person 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 or omission or alleged omission made in the such Registration Statement, the Prospectus as amended Statement or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoingsupplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Person or by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives Demanding Stockholder or Participating Stockholder expressly for use therein; (ii) the Company shall not be liable to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (a) the Registration Statementuse of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired, or (b) the use of any Prospectus after such time as the Company has advised each Demanding Stockholder or Participating Stockholder in writing that a post-effective amendment or supplement thereto is required, except such Prospectus as so amended or supplemented, ; and (iii) the Company shall not be liable to any Preliminary Prospectus, any Issuer Free Writing Prospectus Person who participates as an Underwriter in the offering or the Time sale of Sale Information, Registrable Securities or any other Person, if any, who controls such amendment Underwriter within the meaning of the Securities Act, to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of the matters described in the first proviso of this sentence or in (a) or (b) above or such Person's failure to send or give a copy of the final prospectus or supplement of or to the foregoing, which information is specified Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was timely corrected in Section 9(b) hereofsuch final prospectus or supplement.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each of you and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary the Underwriter furnished in order writing to make the statements therein, in the light Company by or on behalf of the circumstances under which they were made, not misleading, and will reimburse each Underwriter through you expressly for any legal or other expenses reasonably incurred by such Underwriter use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of the Underwriter (or to the benefit of any person controlling the Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Shares by the Underwriter to any person if a copy of the Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus was corrected in the Registration StatementProspectus, provided that the Company has delivered the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, Underwriter in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which 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) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall 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 made in the Registration Statement, the Prospectus as amended or supplemented, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the Registration Statementindemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or if the Time of Sale Information, or any Company had previously furnished copies thereof to such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofUnderwriter.

Indemnification and Contribution. (a) The Company will Each of the Guarantor and the Trust agrees, jointly and severally, to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Effective Date Prospectus, any Post-Effective Date Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither the Company shall not Guarantor nor the Trust will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplementedEffective Date Prospectus, any Post-Effective Date Preliminary Prospectus, the Pricing Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoingProspectus, in reliance upon and in conformity with written information furnished to the Company Guarantor or the Trust by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly Representative specifically for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereoftherein.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each of you and each other Underwriter and each 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 against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Shares by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus was corrected in the Registration StatementProspectus, provided that the Company has delivered the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, several Underwriters in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will Bank agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Underwriter they may become subject, under the Act or otherwise, subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or in any revision or amendment thereof or supplement thereto or any amendment or supplement theretorelated preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Bank by any Underwriter specifically for use therein or any revision or amendment thereof or supplement thereto. The foregoing indemnification with respect to any untrue statement or omission in any preliminary prospectus or prospectus supplement shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Certificates, or any person controlling such Underwriter, if a copy of the First Mortgage Bonds through Prospectus (as then amended or supplemented if the Representatives expressly for use in Bank shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the Registration Statement, written confirmation of the sale of such Certificates to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, any Preliminary Prospectusclaim, any Issuer Free Writing Prospectus damage or liability provided that the Time of Sale Information, or any Bank shall have identified to such amendment or supplement of or Underwriter in writing such defect prior to the foregoing, which information is specified in Section 9(b) hereofdelivery of such written confirmation by such Underwriter to such person.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless each Underwriter of the Selling Holders, each of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls each such Selling Holder or any such underwriter within the meaning of the Securities Act (collectively, the “Covered Persons”) against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which such Underwriter Person may become subject, be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any related registration statement filed under the Registration StatementSecurities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in and the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and Company will reimburse each Underwriter such Covered Person, as incurred, for any legal or any other expenses reasonably incurred by such Underwriter Covered Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplementedsuch registration statement, any Preliminary Prospectussuch preliminary prospectus or final prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company after the Separation Date by any Underwriter of the First Mortgage Bonds through the Representatives expressly such Selling Holder or such underwriter specifically for use in the Registration Statement, preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Covered Person and shall survive the Prospectus as amended or supplemented, transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any Preliminary Prospectus, case in which either (a) any Issuer Free Writing Prospectus or the Time of Sale InformationHolder exercising rights under this Agreement, or any controlling person of any such amendment Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgment or supplement decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such Holder will contribute to the foregoingaggregate losses, claims, damages or liabilities to which information they may be subject (after contribution from others) in such proportion so that such Holder is specified responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement and (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 9(b11(f) hereofof the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agree to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof or (B) in any Current Report or any amendment or supplement thereof, except to the extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the information concerning the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of any Computational Materials, Collateral Term Sheets or ABS Term Sheets included in such Current Report (or amendment or supplement thereof) or material relating to servicing procedures, (ii) such indemnity with respect to the Base Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, ) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any Preliminary Prospectus, any Issuer Free Writing case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Base Prospectus was corrected in the Final Prospectus (or the Time Final Prospectus as amended or supplemented), and (iii) such indemnity with respect to any Collateral Error shall not inure to the benefit of Sale Information, any Underwriter (or any person controlling such amendment Underwriter) from whom the person asserting any loss, claim, damage or supplement liability received any Computational Materials, Collateral Term Sheets or ABS Term Sheets that were prepared on the basis of such Collateral Error, if, prior to the time of confirmation of the sale of the Securities to such person, the Company notified such Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error"), and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will (i) indemnify each Holder, each Holder's officers and hold harmless directors, and each Underwriter person controlling such Holder within the meaning of Section 15 of the Securities Act, against any lossesall expenses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise including reasonable legal expenses), arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement or prospectus relating to the Registration StatementRegistrable Shares, or any amendment or supplement thereto, or arise out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or and (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Holder for any all reasonable legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, howeverPROVIDED, HOWEVER, that the Company shall will not be liable in any such case to the extent that any such claim, loss, claimdamage, damage liability or liability expense arises out of or is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission untrue statement or omission, made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or underwriter for inclusion therein; and PROVIDED FURTHER, that in the case of a nonunderwritten offering, the Company shall not be liable in any Underwriter such case with respect to any preliminary prospectus or preliminary prospectus supplement to the extent that any such expenses, claims, losses, damages and liabilities result from the fact that Registrable Shares were sold to a person as to whom it shall be established that there was not sent or given at or prior to the written confirmation of such sale a copy of the First Mortgage Bonds through prospectus as then amended or supplemented under circumstances were such delivery is required under the Representatives expressly for use Securities Act, if the Company shall have previously furnished copies thereof to such Indemnified Person in sufficient quantities to enable such Indemnified Party to satisfy such obligations and the expense, claim, loss, damage or liability of such Indemnified Person results from an untrue statement or omission of a material fact contained it the preliminary prospectus or the preliminary prospectus supplement which was corrected in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofprospectus.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability (or any action in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) arise arises out of or are is based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or supplemented, any Issuer Free Writing Prospectus or any amendment “issuer information” filed or supplement theretorequired to be filed pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, or the Registration Statement or Prospectus as amended or supplemented or any Issuer Free Writing Prospectus, any such issuer information, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter promptly after receipt of invoices from such Underwriter for any legal or other expenses as reasonably incurred by such Underwriter in connection with investigating investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such action loss, claim, damage, liability or claim as action, notwithstanding the possibility that payments for such expenses are incurredmight later be held to be improper, in which case such payments will be promptly refunded; provided, however, that the Company shall will not be liable under this Section 7(a) in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Representatives, on behalf of the First Mortgage Bonds through the Representatives Underwriters, expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (which information is specified in Section 9(b) 12 hereof).

Indemnification and Contribution. (a) The Company In the event of any registration of any of the Shares hereunder, Holdings will indemnify and hold harmless each Underwriter of the Selling Holders, each of their respective directors, officers, employees and agents, and each Person, if any, who controls each such Selling Holder within the meaning of the Securities Act (collectively, the "Covered Persons") against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which such Underwriter Person may become subject, be subject under the Securities Act or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any related registration statement filed under the Registration StatementSecurities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and Holdings will reimburse each Underwriter such Covered Person, as incurred, for any legal or any other expenses reasonably incurred by such Underwriter Covered Person in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that the Company Holdings shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplementedsuch registration statement, any Preliminary Prospectussuch preliminary prospectus or final prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company Holdings by any Underwriter of the First Mortgage Bonds through the Representatives expressly a Selling Holder specifically for use in the Registration Statement, the Prospectus as amended preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time on behalf of Sale Information, or any such amendment Covered Person and shall survive the transfer of such securities by the Selling Holders. Holdings shall also indemnify each other Person who participates (including as an underwriter) in the offering or supplement sale of or Shares, their officers and directors and each other person, if any, who controls any such participating Person within the meaning of the Securities Act to the foregoing, which information is specified in Section 9(b) hereofsame extent as provided above with respect to the Covered Persons.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any part of the Registration StatementStatement when such part became effective, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any other prospectus with respect to the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use therein and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Securities to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplementedsupplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Securities Act if the Company has previously furnished copies thereof in sufficient quantity to such Underwriter and the loss, any claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus, any Issuer Free Writing Prospectus which was corrected in the Prospectus (excluding documents incorporated by reference) or in the Time of Sale Information, Prospectus as then amended or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofsupplemented (excluding documents incorporated by reference).

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an untrue statement or alleged untrue statement of a material fact contained in any part of the registration statement when such part became effective, or in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will reimburse each Underwriter Underwriter, as incurred, for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter of the First Mortgage Bonds through the Representatives expressly you specifically for use in the Registration Statementpreparation thereof and provided further that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any preliminary prospectus to the extent that any loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Securities or Warrants, if any, to a person as to whom it is established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act if the Company notified you in writing in accordance with Section 4(c) hereof and previously furnished copies of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in the quantity requested in accordance with Section 4(e) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the preliminary prospectus and corrected in the Prospectus or the Prospectus as then amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof.

Indemnification and Contribution. (a) The Company In the event of --------------------------------- any registration under the Securities Act pursuant to this Article VII of any Registrable Securities, Seller will indemnify and hold harmless each Underwriter the Holder thereof against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such Underwriter Holder may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statementtherein, or 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such Holder for any legal or any other expenses reasonably incurred by such Underwriter Holder in connection with investigating or defending any such action or claim as such expenses are incurred; provided, -------- however, that the Company Seller shall not be liable in any such case to the extent that any ------- such loss, claim, damage damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, the Prospectus as amended preliminary prospectus, prospectus or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company Seller by any Underwriter such Holder or an underwriter on behalf of the First Mortgage Bonds through the Representatives such Holder expressly for use in therein; and provided further that the Registration Statement, the Prospectus as amended or supplemented, foregoing -------- ------- indemnity agreement with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or prospectus shall not inure to the foregoingbenefit of the Holder if it is conclusively determined by a court of competent jurisdiction not subject to appeal that a copy of a prospectus was not sent or given by or on behalf of the Holder to the purchaser of the Common Stock who has asserted a claim, which information is specified in Section 9(b) hereof.if required by law to have been so delivered, at or prior to the written confirmation of the sale of Common Stock to such person, and if a prospectus would have cured the defect giving rise to such loss, claim, damage or liability;

Indemnification and Contribution. (a) The Company will Partnership Parties jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, and each affiliate of any Underwriter who has participated or is alleged to have participated in the distribution of the Units as underwriters, and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Units as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade (with respect to any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus) not misleading, misleading and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Partnership Parties 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Partnership 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 or on behalf of the First Mortgage Bonds through Underwriters consists of the Representatives expressly for use information described in subsection (b) of this Section 8. This indemnity agreement will be in addition to any liability which the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofPartnership Parties may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus or the Final Prospectus, any Preliminary Final Prospectus or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of the First Mortgage Bonds through the Representatives expressly Underwriter specifically for use in connection with the Registration Statementpreparation thereof and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus, as amended or supplemented, ) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of the Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus, as amended or supplemented). This indemnity agreement will be in addition to any Issuer Free Writing Prospectus or liability which the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company EAI and the Issuer, jointly and severally, will indemnify and hold harmless each Underwriter, and its directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or any of them may become subject, subject under the Financing Act, the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement as originally filed or in any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (Pricing Prospectus, the Final Prospectus, the Issuer Free Writing Prospectuses or in any amendment thereof or amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d(iii) of the Act, or arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement, the Pricing Prospectus, the Final Prospectus or the Issuer Free Writing Prospectuses a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iv) any information prepared by or on behalf of the Issuer or EAI and provided to the Underwriters, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither the Company shall not Issuer nor EAI will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Issuer or EAI by or on behalf 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 First Mortgage Bonds through information set forth in Schedule IV hereto, or arises out of, or based upon, statements in or omissions from that part of the Representatives expressly for use in Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of the Indenture Trustee with respect to any indenture qualified pursuant to the Registration Statement; and provided further, that the Prospectus as amended indemnity agreement contained in this Section 11 shall not inure to the benefit of any Underwriter (or supplemented, of any Preliminary Prospectus, officer or director of such Underwriter or of any Issuer Free Writing Prospectus person controlling such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Time Exchange Act) on account of Sale Information, or any such losses, claims, damages, liabilities, expenses or actions, joint or several, arising from the sale of the Bonds to any person if a copy of the Pricing Prospectus (including any amendment or supplement of thereto if any amendments or supplements thereto shall have been furnished to the foregoingUnderwriters at or prior to the time of entry into the contract for such sale of the Bonds) (exclusive of the Incorporated Documents) shall not have been given or sent to such person by or on behalf of such Underwriter with or prior to the entry into the contract for the sale of the Bonds to such person, which information is specified unless the alleged omission or alleged untrue statement was not corrected in Section 9(bthe Pricing Prospectus (including any amendment or supplement thereto if any amendments or supplements thereto shall have been furnished to the Underwriters at or prior to the time of entry into the contract for such sale of the Bonds) hereofat the time of entry into the contract for such sale of the Bonds.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Preliminary Offering Memorandum or Offering Memorandum or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary such Initial Purchaser furnished in order writing to make the statements therein, in the light Company by or on behalf of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such Initial Purchaser expressly for any legal or other expenses reasonably incurred by such Underwriter use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to the Preliminary Offering Memorandum shall not be liable in any such case inure to the extent that benefit of any Initial Purchaser (or to the benefit of any person controlling any Initial Purchaser) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of or is based upon an the Notes by such Initial Purchaser to any person if the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in the Registration StatementPreliminary Offering Memorandum was corrected in the Offering Memorandum and such Initial Purchaser sold Notes to that person without sending or giving at or prior to the written confirmation of such sale, a copy of the Prospectus Offering Memorandum (as then amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to ) if the Company by has previously furnished sufficient copies thereof to such Initial Purchaser. The foregoing indemnity agreement shall be in addition to any Underwriter of liability which the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 or the Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred incurred, as such expenses are incurred, by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus or supplement thereto shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if (A) such person did not receive a copy of the Prospectus (or the Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus, any Issuer Free Writing Prospectus was corrected in the Prospectus (or the Time of Sale Information, or any such amendment or supplement of or Prospectus as supplemented prior to the foregoing, which information is specified confirmation of the sale of such Securities to such person) and (B) the Company had previously furnished copies of the Prospectus to such Underwriter. This indemnity agreement will be in Section 9(b) hereofaddition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Preliminary Offering Memorandum or Offering Memorandum or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary such Initial Purchaser furnished in order writing to make the statements therein, in the light Company by or on behalf of the circumstances under which they were made, not misleading, and will reimburse each Underwriter any Initial Purchaser expressly for any legal or other expenses reasonably incurred by such Underwriter use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to the Preliminary Offering Memorandum shall not be liable in any such case inure to the extent that benefit of any Initial Purchaser (or to the benefit of any person controlling any Initial Purchaser) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of or is based upon an the Debentures by such Initial Purchaser to any person if the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in the Registration StatementPreliminary Offering Memorandum was corrected in the Offering Memorandum and such Initial Purchaser sold Debentures to that person without sending or giving at or prior to the written confirmation of such sale, a copy of the Prospectus Offering Memorandum (as then amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or ) if the Time of Sale Information, or any such amendment or supplement of or Company has previously furnished sufficient copies thereof to the foregoing, several Initial Purchasers. The foregoing indemnity agreement shall be in reliance upon and in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agree to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof or (B) in any Current Report or any amendment or supplement thereof, except to the extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the information concerning the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of any Computational Materials, Collateral Term Sheets or ABS Term Sheets included in such Current Report (or amendment or supplement thereof) or material relating to servicing procedures, (ii) such indemnity with respect to the Base Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or provided that the Time of Sale Information, or Company has provided any such amendment or supplement to the Underwriter as required by Section 5(d) hereof) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Base Prospectus was corrected in the Final Prospectus (or the Final Prospectus as amended or supplemented), and (iii) such indemnity with respect to any Collateral Error shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any loss, claim, damage or liability received any Computational Materials, Collateral Term Sheets or ABS Term Sheets that were prepared on the basis of such Collateral Error, if, within a reasonable time prior to the time of confirmation of the sale of the Securities to such person, the Company notified such Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error"), and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors, trustees, employees, advisors, legal counsel and accountants and each person who controls such Investor or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Indemnified 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 (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Statement or any amendment or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or (ii) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will the Company hereby agrees to reimburse each Underwriter such Indemnified Person for any all reasonable legal or and other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made in the from, such Registration Statement, the Statement or Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives such Indemnified Person expressly for use therein or (ii) in the Registration Statement, case of the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or occurrence of an event of the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is type specified in Section 9(b) hereof3(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such Indemnified Person written notice that such Prospectus is outdated or defective.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, the ADN Registration Statement (if applicable) or 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim claim, as such expenses are incurred; provided, however, that the Company shall 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 made in the Registration Statement, the Prospectus as amended or supplemented, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use therein; and provided, further, that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus to the Registration Statementextent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or the Prospectus as then amended or supplementedsupplemented in any case where such delivery is required by the Act if the Company has previously furnished copies thereof in sufficient quantity to such Underwriter as required by Section 4(f) and the loss, any claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in a Preliminary Prospectus, any Issuer Free Writing Prospectus which was corrected in the Prospectus or the Time of Sale InformationProspectus as then amended, modified or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofsupplemented.

Indemnification and Contribution. (a) The Company will Each of the Partnership Parties jointly and severally agrees to (i) indemnify and hold harmless the Underwriter, the directors, officers, employees and agents of the Underwriter, affiliates of the Underwriter who have participated in the distribution of the Units and each person who controls the Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (iA) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Units as originally filed or in any amendment thereof, or 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 therein not misleading, or (iiB) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto)Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Informationor in any Prospectus, or in any “issuer information” filed amendment thereof or required to be filed under Rule 433(d) of the Actsupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will (ii) reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Partnership Parties 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Partnership Parties by any Underwriter or on behalf of the First Mortgage Bonds through the Representatives expressly Underwriter specifically for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoinginclusion therein, which information is specified consists solely of the information set forth in the last sentence of Section 9(b) hereof8(b). This indemnity will be in addition to any liability that the Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors, trustees, employees, advisors, legal counsel and accountants and each person who controls such Investor or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Indemnified 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 (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Statement or any amendment or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or (ii) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will the Company hereby agrees to reimburse each Underwriter such Indemnified Person for any all reasonable legal or and other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made in the from, such Registration Statement, the Statement or Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives such Indemnified Person expressly for use therein or (ii) in the Registration Statement, case of the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or occurrence of an event of the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is type specified in Section 9(b) hereof3(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such Indemnified Person written notice that such Prospectus is outdated or defective.

Indemnification and Contribution. (a) The To the fullest extent permitted by law, the Company will indemnify and hold harmless Holder and any underwriter (as defined in the Securities Act ) acting for Holder, and any person who controls such Holder or such underwriter within the meaning of the Securities Act, from and against, and will reimburse Holder and each Underwriter against such underwriter and controlling person with respect to, any and all claims, actions, demands, losses, claimsdamages, damages or liabilities, joint or several, costs and expenses to which Holder or any such Underwriter underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, claimsdamages, damages liabilities, costs or liabilities (or actions in respect thereof) expenses arise out of or or. are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, any prospectus contained therein or any amendment or supplement theretothereto in which shares of the Holder are included pursuant to this Agreement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, misleading or arise out of any violation by the Company of any rule or are based upon regulation under the omission Securities Act applicable to the Company and relating to action or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light inaction required of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter Company in connection with investigating or defending any such action or claim as such expenses are incurredregistration; provided, however, that the Company shall will not be liable liable: (i) if corrected information is contained in a supplement to or an amendment to any such prospectus that was delivered to but not used by Holder; (ii) if Holder was required to deliver a prospectus and failed to do so; (iii) if the Holder was advised by the Company that the prospectus should no longer be used or (iv) in any such case to the extent that any such claim, action, demand, loss, claimdamage, damage liability, cost or liability arises out of or expense is based upon caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in strict conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly Holder, such underwriter or such controlling person in writing specifically for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofpreparation thereof.

Indemnification and Contribution. (a) The Company will Seller agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Underwritten Certificates as originally filed or in any amendment thereof, or in the Basic Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall Seller 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (A) in reliance upon and in conformity with written information furnished to the Company Seller by or on behalf of any Underwriter specifically for use in connection with the preparation thereof or (B) in any Derived Information furnished to the Seller by any Underwriter of in writing or by electronic transmission, except to the First Mortgage Bonds through the Representatives expressly for use extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the Registration StatementPool Information furnished by the Seller to any Underwriter in writing or by electronic transmission, which information was used by any Underwriter in the Prospectus as amended preparation of any Computational Materials, Collateral Term Sheets or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus ABS Term Sheets included in such Current Report (or the Time of Sale Information, or any such amendment or supplement thereof) and (ii) such indemnity with respect to any Collateral Error shall not inure to the benefit of any Underwriter (or any person controlling any Underwriter) from whom the person asserting any loss, claim, damage or liability received any Computational Materials, Collateral Term Sheets or ABS Term Sheets that were prepared on the basis of such Collateral Error, if the Seller notified such Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error") in sufficient time prior to the confirmation of the sale of the Underwritten Certificates to such person to permit the Underwriters to prepare and deliver corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as the case may be, and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability which the foregoing, which information is specified in Section 9(b) hereofSeller otherwise may have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter of you and each other Manager and each person, if any, who controls any Manager within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any International Prepricing Prospectus or in the Registration Statement, Statement or the International Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary such Manager furnished in order writing to make the statements therein, in Company by any Manager through the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Lead Managers expressly for any legal or other expenses reasonably incurred by such Underwriter use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any International Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of any Manager (or to the benefit of any person controlling such Manager) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Shares by such Manager to any person if a copy of the International Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such International Prepricing Prospectus was corrected in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary International Prospectus, any Issuer Free Writing provided that the Company has delivered the International Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, several Managers in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or any of them may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement statement, or alleged untrue statement statement, of a material fact contained in the Registration Statement, Statement or 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 therein not misleading, ; or (ii) any untrue statement statement, or alleged untrue statement statement, of a material fact contained in any preliminary prospectus relating to the Prospectus (offering of the Securities, the Disclosure Package or the Prospectus, or any amendment or supplement thereto), any Preliminary Prospectus, or any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall and the Guarantor 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly Representative specifically for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofinclusion therein.

Indemnification and Contribution. (a) The Company JCPR and JCPenney will jointly and severally indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of the Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person 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) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will reimburse each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall (i) JCPR and JCPenney 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 made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, documents in reliance upon and in conformity with written information furnished to the Company JCPR by any Underwriter for use therein and (ii) the indemnity agreements contained in this paragraph (a) with respect to any such related preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) if at or prior to the written confirmation of the First Mortgage Bonds through sale of the Representatives expressly for use in Certificates to any person asserting any such losses, claims, damages, liabilities or expenses a copy of the Registration Statement, Prospectus (or the Prospectus as so amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing ) was not sent or delivered to such person and the untrue statement of a material fact contained in such related preliminary prospectus was corrected in the Prospectus (or the Time of Sale Information, Prospectus as so amended or supplemented). This indemnity agreement will be in addition to any such amendment liability which JCPR or supplement of or to the foregoing, which information is specified in Section 9(b) hereofJCPenney may otherwise have.

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 5.1 or Section 5.2 hereof, the Company will shall indemnify and hold harmless each Underwriter Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers and directors and each person who controls such Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Indemnified 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 (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Applicable Securities are to be registered under the Registration StatementSecurities Act, or any Prospectus contained therein, or 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 therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in and the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required Company hereby agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such Indemnified Person for any reasonable and documented legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Registration Statement, the Prospectus as amended Statement or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoingsupplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives such Indemnified Person or its agent expressly for use therein; and provided, further, that the Company shall not be liable to the extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon the Registration Statementuse of any Prospectus after such time as the Company has advised the Electing Holder in writing that a post-effective amendment or supplement thereto is required, the except such Prospectus as so amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an untrue statement or alleged untrue statement of a material fact contained in the registration statement when it became effective, or in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds underwriter through the Representatives expressly you, specifically for use in the Registration Statementpreparation thereof; and provided further that the indemnification contained in this paragraph (a) with respect to any preliminary prospectus, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, prospectus or any such amendment or preliminary prospectus supplement shall not inure to the benefit of any Underwriter (or to the foregoingbenefit of any person controlling such Underwriter) on account of any such loss, which information is specified claim, damage, liability or expense arising from the sale of the Securities by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the Act and the Rules and Regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in Section 9(b) hereofsuch preliminary prospectus, prospectus or preliminary prospectus supplement was corrected in the Prospectus, provided that the Company has delivered the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit such delivery or sending.

Indemnification and Contribution. (a) The To the extent permitted by law, the Company will agrees to indemnify and hold harmless each Underwriter Initial Purchaser, each Initial Purchaser's employees, agents, officers and directors and each person, if any, who controls an Initial Purchaser within the meaning of Section 15 of the Act, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter an Initial Purchaser, they or any of you or them may become subject, subject under the Act or otherwise, and to reimburse the Initial Purchasers, they or any of you or them, for any legal or other expenses incurred by you or them in connection with defending any action, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon (i) an any alleged untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials, or if the Company shall furnish or cause to be furnished to the Initial Purchasers any amendment amendments or supplement theretoany supplements to the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials, in the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials as so amended or supplemented or arise out of or are based upon the any alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or actions arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission, or untrue statement or omission or alleged omission which was made in the Registration StatementPreliminary Offering Memorandum, the Prospectus Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials, or in the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials as so amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished in writing to the Company by any Underwriter of the First Mortgage Bonds through the Representatives Initial Purchasers expressly for use therein. Each Initial Purchaser agrees promptly after its receipt of written notice of the commencement of any action in respect to which indemnity from the Registration StatementCompany on account of its agreement contained in this Section 7(a) may be sought by any such Initial Purchaser, or by any person controlling any such Initial Purchaser, to notify the Prospectus as amended Company in writing of the commencement thereof, but the omission so to notify the Company of any such action shall not release the Company from any liability which it may have to an Initial Purchaser or supplemented, to such controlling person otherwise than on account of the indemnity agreement contained in this Section 7(a). In case any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, such action shall be brought against an Initial Purchaser or any such amendment or supplement controlling person and an Initial Purchaser shall notify the Company of or the commencement thereof, as above provided, the Company shall be entitled to participate in, and, to the foregoingextent that it shall wish, including the selection of counsel (such counsel to be reasonably acceptable to the indemnified party), to direct the defense thereof at its own expense. In case the Company elects to direct such defense and select such counsel (hereinafter, Company's counsel), an Initial Purchaser or any controlling person shall have the right to employ its own counsel, but, in any such case, the fees and expenses of such counsel shall be at such Initial Purchaser's or controlling person's expense unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any such action (including any impleaded parties) include both an Initial Purchaser or any controlling person and the Company and such Initial Purchaser or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and such Initial Purchaser or any controlling person may arise (and the Company's counsel shall have concurred in good faith with such advice) and for this reason it is not desirable for the Company's counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Initial Purchasers or any controlling person (plus any local counsel retained by the Initial Purchasers or any controlling person in their reasonable judgment), which information is specified firm (or firms) shall be designated in Section 9(b) hereofwriting by the Initial Purchasers or any controlling person).

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each of you and each other Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20(a) the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Shares by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus was corrected in the Registration StatementProspectus, provided that the Company has delivered the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, several Underwriters in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will agrees to -------------------------------- indemnify and hold harmless each Underwriter Placement Agent, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, such Placement Agent, from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (including, without limitation, any legal or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, other expenses reasonably incurred by any Placement Agent or any amendment such controlling or supplement thereto, affiliated person in connection with defending or arise out of investigating any such action or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiclaim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Memorandum (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), or caused by any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for except insofar as such losses, claims, damages or liabilities are caused by any legal such untrue statement or other expenses reasonably incurred omission or alleged untrue statement or omission based upon information relating to any Placement Agent furnished to the Company in writing by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurredPlacement Agent through you expressly for use therein; provided, however, that the Company foregoing indemnity agreement with respect to the Memorandum shall not be liable in inure to the benefit of any such case Placement Agent (or any other person indemnified pursuant to this paragraph (a)) to the extent that any such losslosses, claimclaims, damage damages or liability arises out liabilities result from the fact that such Placement Agent sold securities to a person to whom there was not sent or given by or on behalf of such Placement Agent a copy of an amended or is based upon supplemented Memorandum at or prior to the written confirmation of the sale of the Notes to such person (if the Company shall have furnished such amendment or supplement to the Memorandum to such Placement Agent prior to the written confirmation of such sale), and if the losses, claims, damages or liabilities result from an untrue statement or alleged untrue statement or an omission or alleged omission made contained in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any Memorandum that was corrected in such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofMemorandum.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the any part of a Registration StatementStatement as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus, any Issuer Free Writing Prospectus was corrected in the Prospectus (or the Time of Sale Information, or Prospectus as supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The (i) In connection with any Registration Statement, the Company will agrees to indemnify and hold harmless each Underwriter Holder of Transfer Restricted Notes covered thereby, the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement as originally filed or in any amendment thereof, in any preliminary Prospectus or Prospectus or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, and will agree to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information relating to the Holder furnished to the Company by or on behalf of any Underwriter such Holder specifically for inclusion therein, (B) use of a Registration Statement or the First Mortgage Bonds through related Prospectus during a period when a stop order has been issued in respect of such Registration Statement or any proceedings for that purpose have been initiated or use of a Prospectus when use of such Prospectus has been suspended pursuant to Section 5(c); provided, further, in each case, that Holders received prior notice of such stop order, initiation of proceedings or suspension or (C) if the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Holder is required to but does not deliver a Prospectus or the Time of Sale Information, or then current Prospectus. This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will Bank and the Seller, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Underwriter they may become subject, under the Act or otherwise, subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or in any revision or amendment thereof or supplement thereto or any amendment or supplement theretorelated preliminary prospectus, or arise out of or are 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses expense reasonably incurred by such Underwriter it in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that none of the Company shall not Bank or the Seller will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Bank or the Seller by any Underwriter specifically for use therein or any revision or amendment thereof or supplement thereto. The foregoing indemnity with respect to any untrue statement or omission in any preliminary prospectus or prospectus supplement shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased Notes if a copy of the First Mortgage Bonds through Prospectus (as then amended or supplemented if the Representatives expressly for use in Bank or the Registration StatementSeller shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the sale of such Notes to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, any Preliminary Prospectusclaim, any Issuer Free Writing Prospectus damage or liability provided that the Bank or the Time of Sale Information, or any Seller shall have identified to such amendment or supplement of or Underwriter in writing such defect prior to the foregoing, which information is specified in Section 9(b) hereofdelivery of such written confirmation by such Underwriter to such person.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter you, they or any of you or 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 (i) an any untrue statement or alleged untrue statement of 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 Prospectus or any preliminary Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly you specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Prospectus or any preliminary Prospectus shall not inure to the benefit of any of you (or any person controlling any of you) from whom the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof if it shall be established that such person did not receive a copy of the Prospectus (or the Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplementedprior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act if the Company has previously furnished copies thereof in sufficient quantity and the loss, any Preliminary Prospectusclaim, any Issuer Free Writing damage or liability results from an untrue statement or omission of a material fact contained in the Prospectus or any preliminary Prospectus was corrected in the Time of Sale Information, Prospectus (or the Prospectus as supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or any of you or 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 (i) an any untrue statement or alleged untrue statement of 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 Prospectus or any preliminary Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of such of you specifically for use therein or arises out of or is based on the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the First Mortgage Bonds through Trustee and (ii) such indemnity with respect to the Representatives expressly for use Prospectus, in the Registration Statementform included in the registration statement as filed, any Preliminary Prospectus or any preliminary Prospectus Supplement shall not inure to the benefit of any Agent (or any person controlling such Agent) through which the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus Supplement (or the Prospectus Supplement as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Prospectus, in the form included in the registration statement as filed, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any preliminary Prospectus Supplement was corrected in the Time of Sale Information, Prospectus Supplement (or the Prospectus Supplement as amended or supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) a. The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Prospectus, any Issuer Free Writing Final Prospectus was corrected in the Final Prospectus (or the Time of Sale Information, or Final Prospectus as supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of the Act against any and all losses, claims, expenses, damages or liabilities, joint or several, to which such Underwriter 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, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any amendment Basic Prospectus or supplement theretoany preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage liability or claim as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly Managers specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to any Basic Prospectus or preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Offered Securities which are the subject thereof if such person did not receive a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) at or prior to the confirmation of the sale of such Offered Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Basic Prospectus or preliminary prospectus was corrected in the Prospectus (as so amended or supplemented, ). This indemnity agreement is in addition to any Preliminary Prospectus, any Issuer Free Writing Prospectus or liability which the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to -------------------------------- indemnify and hold harmless each of the Underwriters and each 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 against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter furnished in writing to the Company by or on behalf of any Underwriter expressly for use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Notes by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus was corrected in the Registration StatementProspectus, provided that the Company has delivered the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, Underwriters in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable legal fees and expenses and reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through a Representative expressly for use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus or the Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of the Shares by such Underwriter to any person if a copy of the Prepricing Prospectus or is based upon an the Prospectus (as then amended or supplemented) shall not have been delivered or sent to such person within the time required by the Act and the Rules and Regulations, and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus or the Prospectus was corrected in the Registration Statement, Prepricing Prospectus or the Prospectus (as then amended or supplemented), any Preliminary Prospectus, any Issuer Free Writing provided that the Company has delivered the Prepricing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus (as then amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or ) to the foregoing, which information is specified several Underwriters in Section 9(b) hereofrequisite quantity on a timely basis to permit such delivery or sending.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless you and each Underwriter person who controls you within the meaning of either the Act or the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter you 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 (i) an any untrue statement or alleged untrue statement of 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 any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agree to reimburse you and each Underwriter such controlling person for any legal or other expenses reasonably incurred by you or such Underwriter controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the (i)Ethe Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of the First Mortgage Bonds through the Representatives expressly you specifically for use in connection with the Registration Statementpreparation thereof, and (ii)Esuch indemnity with respect to any Preliminary Prospectus shall not inure to your benefit (or to the benefit of any person controlling you) if the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus, any Issuer Free Writing Prospectus was corrected in the Prospectus (or the Time of Sale Information, Prospectus as amended or supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement for the registration of the Securities as originally filed or in any amendment thereof 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 therein not misleading, misleading or (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Prospectus (or any amendment or supplement thereto)Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or the Time of Sale Informationinformation contained in the Term Sheet, or in any “issuer information” filed amendment thereof or required to be filed under Rule 433(d) of the Actsupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Issuers, the Operating Partnership and the General Partner 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Issuers, the Operating Partnership and the General Partner 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 First Mortgage Bonds through information described as such in subsection (b) below. This indemnity agreement will be in addition to any liability which the Representatives expressly for use in the Registration StatementIssuers, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or Operating Partnership and the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofGeneral Partner may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its respective affiliates, agents, directors and officers and each person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Securities or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in any Preliminary Prospectus, the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(A)(h) hereof, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred incurred, as such expenses are incurred, by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished the Underwriter Information. This indemnity agreement will be in addition to any liability that the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold harmless and pay and reimburse, each Underwriter Investor selling such Registrable Securities thereunder, and each other person, if any, who controls such Investor within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Investor 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 (i) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementregistration statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement violation or alleged untrue statement violation of a material fact contained in the Prospectus (Securities Act or any amendment state securities or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, blue sky laws and will reimburse each Underwriter such Investor and controlling person for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, the Prospectus as amended or supplemented, conformity with information furnished by any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, such Investor or any such amendment controlling person (whether or supplement of not the Investor or to controlling person asserting the foregoing, claims for indemnification) in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly writing specifically for use in the Registration Statement, the Prospectus as amended registration statement or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofprospectus.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including costs of settlement), joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) arise out of or are based upon upon: (i) an any untrue statement or alleged untrue statement made by the Company in Section 1 of this Agreement; (ii) any untrue statement or alleged untrue statement of a any material fact contained in (A) the Registration StatementStatement or any amendment thereto, the General Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package or any amendment or supplement thereto, or (B) any application or other document, or amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, the Financial Industry Regulatory Authority or any securities association or securities exchange (each an “Application”); or (iii) the omission of or alleged omission to state in the Registration Statement or any amendment thereto, the General Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, or any amendment or supplement thereto, or arise out any Application of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating investigating, defending against or defending appearing as a third-party witness in connection with any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the 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 or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration StatementStatement or any amendment thereto, the Prospectus as amended or supplementedGeneral Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer Issuer-Represented Limited Use Free Writing Prospectus or Prospectus, when considered together with the Time of Sale InformationGeneral Disclosure Package, or any such amendment or supplement of thereto or to the foregoing, any Application in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (which information is specified solely as set forth in Section 9(b1(c) hereof). The Company will not, without the prior written consent of the Representatives of the Underwriters, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding (or related cause of action or portion thereof) in respect of which indemnification may be sought hereunder (whether or not any Underwriter is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Underwriter from all liability arising out of such claim, action, suit or proceeding (or related cause of action or portion thereof).

Indemnification and Contribution. (a) The Company Transaction Entities, jointly and severally, will indemnify and hold harmless each the Underwriter against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, or the Prospectus as amended or supplemented or any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405) used or referred to by the Underwriter and set forth on Schedule III attached hereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in with respect to the Prospectus (or any amendment or supplement thereto)Prospectus, any Preliminary Prospectus, Prospectus and any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, ) not misleading, and will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that none of the Company Transaction Entities shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus as amended or the Time of Sale Information, supplemented or any such amendment or supplement of or to the foregoingsupplement, in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any the Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoingtherein, which information is specified set forth in Section 9(b) hereofExhibit A hereto.

Indemnification and Contribution. (a) The Company will indemnify --------------------------------- and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall will not be liable (i) 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 made in the Registration Statement, the Prospectus as amended or supplemented, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein and (ii) to any Underwriter (or anyone controlling such Underwriter), with respect to any preliminary prospectus or preliminary prospectus supplement, from whom the person asserting any such loss, claim, damage or liability purchased Securities, if a copy of the First Mortgage Bonds through Prospectus (as then amended or supplemented if the Representatives expressly for use in Company shall have furnished any amendment or supplements thereto) was not delivered by or on behalf of such Underwriter to such person, if required by law to have been so delivered, at or prior to the Registration Statementwritten confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended and supplemented) would have cured the defect giving rise to such loss, claim, damage or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofliability.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon (i) an any untrue statement or alleged untrue statement of 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 Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Testing-the-Waters Communication or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action (whether or claim as not such expenses are incurredindemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time last sentence of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each of you and each other Underwriter and each 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 against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or expenses arise out of or are based upon the any such untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter furnished in writing to the Company by or on behalf of such Underwriter through you expressly for use in connection with investigating or defending any such action or claim as such expenses are incurredtherewith; provided, however, that the Company indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of Shares by such Underwriter to any person if (i) a copy of the Prospectus shall not have been delivered or is based upon an sent to such person within the time required by the Act and the untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in such Prepricing Prospectus was corrected in the Registration Statement, Prospectus and (ii) the Company delivered the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, several Underwriters in reliance upon and requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in conformity with written information furnished addition to any liability which the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofmay otherwise have.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless the Underwriters, and each Underwriter person, if any, who controls the Underwriters within the meaning of the Securities Act and the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Underwriters may become subject, under the Securities Act or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including any information deemed to be a part thereof, or in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus, or 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter the Underwriters for any legal or other expenses reasonably incurred by such Underwriter the Underwriters in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third party witness in connection with, any such action or claim claims as such expenses are incurred; , provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration StatementStatement (or any amendment thereto), including any information deemed to be a part thereof, or the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, thereto in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of the First Mortgage Bonds Underwriters through the Representatives Representative expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereoftherein.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless you, your directors, officers, employees and agents and each Underwriter person who controls you within the meaning of either the Act or the Exchange Act against any losses, and all losses claims, damages or liabilities, joint or several, to which such Underwriter you or they 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Notes as originally filed or in any amendment thereof, or in the Prospectus or any preliminary Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by you specifically for inclusion therein; provided, further that such indemnity with respect to any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing preliminary Prospectus or the Time of Sale Information, or any such amendment or supplement of Prospectus Supplement shall not inure to your benefit (or to the foregoingbenefit of any person controlling you) if the person asserting any such loss, claim, damage or liability purchased the securities which are the subject thereof did not receive a copy of the final Prospectus or Pricing Supplement (or any amendments thereof or supplements thereto), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact in such preliminary Prospectus or Prospectus Supplement was corrected in the final Prospectus or Pricing Supplement (or any amendments thereof or supplements thereto). The Company acknowledges that (i) the stabilization language appearing on the top of page S-2 and (ii) the information is specified relating to the Agent set forth in the second and sixth paragraphs under the caption "Plan of Distribution," each as contained in the Prospectus Supplement, constitute the only information furnished in writing by you for inclusion in the documents referred to in the foregoing indemnity or in the indemnity contained in Section 9(b8(b) hereofbelow, and you confirm that such statements are correct. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which such Underwriter Underwriter, or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Registration Statement, Statement or the Prospectus or in any amendment or supplement thereto, thereto or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof that has been made therein or omitted therefrom in reliance upon and in conformity with information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein; provided, however, that the Company indemnification contained in this paragraph with respect to any Preliminary Prospectus shall not be liable in any such case inure to the extent that benefit of any Underwriter (or of any person controlling such loss, claim, damage Underwriter) with respect to any action or liability arises out claim arising from the sale of the Shares by such Underwriter brought by any person who purchased Shares from such Underwriter if (i) a copy of the Prospectus (as amended or is based upon an untrue statement supplemented if any amendments or alleged supplements thereto shall have been furnished to the Underwriter prior to the written confirmation of the sale involved) shall not have been given or sent to such person by or on behalf of the Underwriter with or prior to the written confirmation of the sale involved and (ii) the untrue statement or omission or alleged omission made of a material fact contained in such Preliminary Prospectus was corrected in the Registration Statement, the Prospectus (as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as supplemented if amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofsupplemented as aforesaid).

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter Holder of Registrable Securities covered by any Shelf Registration Statement, each Holder of Registrable Securities covered by an Exchange Offer Registration Statement, as the case may be, the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act (each, a “Holder Indemnitee”) against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter any of the foregoing 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the such Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433 under the Act), or in any amendment thereof 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 therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter such Holder specifically for inclusion therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have. The Company also agrees to indemnify as provided in this Section 8(a) or contribute as provided in Section 8(d) hereof to Losses of the First Mortgage Bonds through the Representatives expressly for use in the each underwriter of Registrable Securities, registered under a Shelf Registration Statement, its directors, officers, employees or agents and each person who controls such underwriter on substantially the Prospectus same basis as amended or supplementedthat of the indemnification of the selling Holders provided in this Section 8(a) and shall, if requested by any Preliminary ProspectusHolder, any Issuer Free Writing Prospectus or the Time of Sale Informationenter into an underwriting agreement reflecting such agreement, or any such amendment or supplement of or to the foregoing, which information is specified as provided in Section 9(b4(q) hereof.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless the Placement Agent, each Underwriter Holder and each person, if any, who controls the Placement Agent or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, the Placement Agent or any Holder, from and against any all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred by the Placement Agent, any Holder or any such controlling or affiliated person in respect thereofconnection with defending or investigating any such action or claim) arise out of or are based upon (i) an caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Statement (or any amendment thereto) pursuant to which Exchange Securities or supplement theretoRegistrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in the any Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), or caused by any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, and will reimburse each Underwriter for any legal except insofar as such losses, claims, damages or other expenses reasonably incurred liabilities are caused by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in based upon information relating to the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, Placement Agent or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information Holder furnished to the Company in writing by the Placement Agent or any Underwriter of the First Mortgage Bonds through the Representatives selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any losses, and all losses claims, damages or liabilities, joint or several, to which such Underwriter you, they or any of you or 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Notes as originally filed or in any amendment thereof, or in the Prospectus or any preliminary Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by either of you specifically for inclusion therein; provided, further that such indemnity with respect to any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing preliminary Prospectus or the Time of Sale Information, or any such amendment or supplement of Prospectus Supplement shall not inure to your benefit (or to the foregoingbenefit of any person controlling you) if the person asserting any such loss, claim, damage or liability purchased the securities which are the subject thereof did not receive a copy of the final Prospectus or Pricing Supplement (or any amendments thereof or supplements thereto), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact in such preliminary Prospectus or Prospectus Supplement was corrected in the final Prospectus or Pricing Supplement (or any amendments thereof or supplements thereto). The Company acknowledges that (i) the stabilization language appearing on the top of page S-2 and (ii) the information is specified relating to the Agents set forth in the second and sixth paragraphs under the caption "Plan of Distribution," each as contained in the Prospectus Supplement, constitute the only information furnished in writing by either of you for inclusion in the documents referred to in the foregoing indemnity or in the indemnity contained in Section 9(b8(b) hereofbelow, and you confirm that such statements are correct. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company will Partnership Parties jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates who have, or who are alleged to have, participated in the distribution of the Units (such affiliates being referred to herein as a “Participating Affiliate”) and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Units as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade (with respect to any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus), not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Partnership Parties 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in inclusion therein, it being understood and agreed that the Registration Statement, only such information furnished by or on behalf of any Underwriter consists of the Prospectus information described as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability which the Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The Company will Depositor agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act from and against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or severalany action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which the Underwriters or any such Underwriter controlling persons may become subject, under the Securities 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, (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiiii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (Prospectus, or any amendment thereof or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d(iv) of the Act, or arise out of or are based upon the omission or alleged omission to state therein in the Prospectus or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and will shall reimburse the Underwriters and each Underwriter such controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Underwriters or such Underwriter controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company Depositor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with (i) written information furnished to the Depositor by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood that the only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(h) hereof, (ii) Seller-Provided Information or (iii) Enhancer-Provided Information; and provided further, however, that the Depositor 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 made from any Preliminary Prospectus that was eliminated or remedied in the Registration StatementProspectus, if a copy of the Prospectus as amended was not sent or supplementedgiven with or prior to the written confirmation of the sale of any Security to the person asserting the loss, claim, damage or liability, if required by the Act. The foregoing indemnity agreement is in addition to any Preliminary Prospectus, any Issuer Free Writing Prospectus or liability which the Time of Sale Information, Depositor may otherwise have to the Underwriters or any such amendment or supplement controlling person of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofan Underwriter.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each of you and each other Underwriter against any losses, claims, damages or liabilities, joint or several, to which 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) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus and any other prospectus relating to the Securities, or 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any Prospectus Supplement, the Registration Statement, the Prospectus as amended or supplemented, and any Preliminary Prospectus, any Issuer Free Writing Prospectus or other prospectus relating to the Time of Sale InformationSecurities, or any such amendment or supplement of or to the foregoing, thereto in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds Securities through the Representatives expressly for use in the Registration StatementProspectus relating to such Securities, and provided, further, that with respect to any such untrue statement in or omission from the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time indemnity agreement contained in this Section 7(a) shall not inure to the benefit of Sale Information, or an Underwriter to the extent that the sale to the person asserting any such amendment loss, claim, damage, liability or supplement action was an initial resale by such Underwriter and any such loss, claim, damage, liability or action of or with respect to such Underwriter results from the fact that both (A) to the foregoingextent required by applicable law, which information is specified a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (B) the untrue statement in Section 9(b) hereofor omission from the Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company.

Indemnification and Contribution. (a) The Each of the Company will Parties jointly and severally agrees to (i) indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, affiliates of the Underwriters who have participated in the distribution of the Units and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (iA) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Units as originally filed or in any amendment thereof, or 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 therein not misleading, or (iiB) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Informationor in any Prospectus, or in any “issuer information” filed amendment thereof or required to be filed under Rule 433(d) of the Actsupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will (ii) reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Parties 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Parties by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoinginclusion therein, which information is specified consists solely of the information set forth in the last sentence of Section 9(b) hereof8(b). This indemnity agreement will be in addition to any liability that the Company Parties may otherwise have.

Indemnification and Contribution. (a) The Company will Fifth Third agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement or in any amendment thereof filed prior to the date hereof, or in the Registration Statement or the Prospectus, or in any amendment thereof or supplement thereto, or in any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall (i) Fifth Third 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Fifth Third by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in the Registration StatementProspectus or any supplement thereto or any related preliminary prospectus or preliminary prospectus supplement or of the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) such indemnity with respect to any related preliminary prospectus or preliminary prospectus supplement shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Securities to such person in any Preliminary Prospectus, any Issuer Free Writing case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such related preliminary prospectus or preliminary prospectus supplement was corrected in the Prospectus (or the Time of Sale Information, Prospectus as amended or supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to the foregoing, liability which information is specified in Section 9(b) hereofFifth Third may otherwise have.

Indemnification and Contribution. (a) The Each of the Company will Parties jointly and severally agrees to (i) indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, affiliates of the Underwriters who have participated in the distribution of the Units and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (iA) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Units as originally filed or in any amendment thereof, or 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 therein not misleading, or (iiB) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Informationor in any Prospectus, or in any “issuer information” filed amendment thereof or required to be filed under Rule 433(d) of the Actsupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will (ii) reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Parties 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Parties by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoinginclusion therein, which information is specified consists solely of the information set forth in the last sentence of Section 9(b) hereof8(b). This indemnity agreement will be in addition to any liability that the Company Parties may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, and each person, if any, who controls any Underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such 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 in whole or in part upon: (i) an any inaccuracy in the representations and warranties of the Company contained herein; (ii) any failure of the Company to perform its obligations hereunder or under law; (iii) any untrue statement or alleged untrue statement of a any material fact contained in (A) the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus, or any amendment or supplement thereto or (B) in any Blue Sky application or other written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Notes under the securities laws thereof (a "Blue Sky Application"); or (iv) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing the Effective Prospectus or the Time of Sale InformationFinal Prospectus or such amendment or such supplement thereto, or any such amendment or supplement of or to the foregoing, Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use therein (it being understood that the only information so provided by the Underwriters is the information included in the Registration Statement, last paragraph on the Prospectus as amended or supplemented, cover page and under the caption "Underwriting" in any Preliminary Prospectus and the Final Prospectus and the Effective Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof).

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Prospectus, any Issuer Free Writing Final Prospectus was corrected in the Final Prospectus (or the Time of Sale Information, or any such amendment or supplement of or Final Prospectus as supplemented) unless the Company has failed to timely furnish to the foregoing, which information is specified Underwriters copies of the Final Prospectus in accordance with Section 9(b4(d) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 2 or 3 hereof, the Company will shall indemnify and hold harmless each Underwriter Covered Holder, each Warrant Holder, if applicable, and each Underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers, directors, employees and agents and each person who controls such Covered Holder, such Warrant Holder, if applicable, Underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Indemnified 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 (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Applicable Securities are to be registered under the Registration StatementSecurities Act, or any Prospectus contained therein or furnished by the Company to any Indemnified Person, or 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 therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in and the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required Company hereby agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such Indemnified Person for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person 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 or omission or alleged omission made in the such Registration Statement, the Prospectus as amended Statement or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoingsupplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives such Indemnified Person expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registration Statement, Company or any of the Prospectus as amended prospective sellers or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale InformationUnderwriters, or any such amendment of their respective Affiliates, directors, officers, employees, agents or supplement controlling Persons and shall survive the transfer of securities by any Covered Holder or to the foregoingby any Warrant Holder, which information is specified in Section 9(b) hereofif applicable.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or incorporated therein by reference, including the information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430A, if applicable, any Preliminary Prospectus, the Prospectus, or 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither the Company nor any Subsidiary shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale InformationProspectus, or any such amendment or supplement of or to the foregoingsupplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly Underwriters specifically for use in the Registration Statementpreparation thereof; provided further, however, that the Prospectus as amended Company shall not be liable to any Underwriter in respect of any untrue statement or supplementedalleged untrue statement contained in, or omission or alleged omission from, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoingextent that (i) the Prospectus did not contain such untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage, liability or action, (ii) the Prospectus was not sent or given to the purchaser of the Notes in question at or prior to the time at which information is specified in the written confirmation of the sale of Notes was sent or given to such person, and (iii) the failure to deliver such Prospectus was not the result of the Company's non-compliance with its obligations under Section 9(b4(e) hereof.

Indemnification and Contribution. (a) The Company will Bank agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Underwriter they may become subject, under the Act or otherwise, subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Prospectus, or in any revision or amendment thereof or supplement thereto or any amendment or supplement theretorelated preliminary pro- spectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall -------- ------- 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Bank by any Underwriter specifically for use therein or any revision or amendment thereof or supplement thereto. The foregoing indemnification with respect to any untrue statement or omission in any preliminary prospectus or prospectus supplement shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Certificates, or any person controlling such Underwriter, if a copy of the First Mortgage Bonds through Prospectus (as then amended or supplemented if the Representatives expressly for use in Bank shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the Registration Statement, written confirmation of the sale of such Certificates to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, any Preliminary Prospectusclaim, any Issuer Free Writing Prospectus damage or liability provided that the Time of Sale Information, or any Bank shall have identified to such amendment or supplement of or Underwriter in writing such defect prior to the foregoing, which information is specified in Section 9(b) hereofdelivery of such written confirmation by such Underwriter to such person.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless you and each Underwriter person who controls you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter you, 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 (i) an any untrue statement or alleged untrue statement of 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 Prospectus or any preliminary Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the First Mortgage Bonds through the Representatives expressly you specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Prospectus or any preliminary Prospectus shall not inure to the benefit of you (or any person controlling you) from whom the person asserting any such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Notes to such person in any Preliminary Prospectus, any Issuer Free Writing case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Prospectus or any preliminary Prospectus was corrected in the Time of Sale Information, Prospectus (or the Prospectus as supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will Each of the Partnership and the General Partner, jointly and severally, agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectus, or in any amendment thereof 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall Partnership and the General Partner 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use inclusion therein; and provided further, that with respect to any untrue statement or omission of material fact made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Issuer Free Writing Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Securities concerned, to the extent that any such loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Partnership had previously furnished copies of the Prospectus to the Representatives, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability which the Partnership or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofGeneral Partner may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless any Underwriter and each person who controls the Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agree to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly Representative specifically for use in connection with the Registration Statementpreparation thereof or (B) in any Current Report or any amendment or supplement thereof, except to the extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the information concerning the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of any Computational Materials, Collateral Term Sheets or ABS Term Sheets included in such Current Report (or amendment or supplement thereof), (ii) such indemnity with respect to the Basic Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented, ) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any Preliminary Prospectus, any Issuer Free Writing case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus was corrected in the Final Prospectus (or the Time Final Prospectus as amended or supplemented), and (iii) such indemnity with respect to any Collateral Error shall not inure to the benefit of Sale Information, any Underwriter (or any person controlling such amendment Underwriter) from whom the person asserting any loss, claim, damage or supplement liability received any Computational Materials, Collateral Term Sheets or ABS Term Sheets that were prepared on the basis of such Collateral Error, if, prior to the time of confirmation of the sale of the Securities to such person, the Company notified the Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error"), and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter 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 (i) an any untrue statement or alleged untrue statement of 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 Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required and agrees to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that (i) the Company shall 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 or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives expressly specifically for use in connection with the Registration Statementpreparation thereof, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended supplemented) excluding documents incorporated therein by reference at or supplemented, prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Prospectus, any Issuer Free Writing Final Prospectus was corrected in the Final Prospectus (or the Time of Sale Information, or Final Prospectus as supplemented). This indemnity agreement will be in addition to any such amendment or supplement of or to liability which the foregoing, which information is specified in Section 9(b) hereofCompany may otherwise have.

Indemnification and Contribution. (ai) The Company will In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Buyer shall indemnify and hold harmless the Registrable Securities Holders, their respective directors and officers, and each Underwriter other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls the Registrable Securities Holders or such participating person within the meaning of the Securities Act (collectively, the "Seller Indemnitees") from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter a Seller Indemnitee may become subject, subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) an any untrue statement or any alleged untrue statement of a any material fact contained or incorporated by reference, on the effective date thereof, in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any preliminary prospectus or final prospectus contained therein, any free writing prospectus or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiiii) any untrue statement or alleged untrue statement other violation of a material fact contained any applicable securities laws, and in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) each of the Act, foregoing circumstances shall pay for or arise out of or are based upon reimburse the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Seller Indemnitees for any legal or any other expenses reasonably incurred by such Underwriter all or any one of the Seller Indemnitees in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that that, with respect to any Seller Indemnitee, the Company Buyer shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out has been found by a court of or is competent jurisdiction to have been based upon an any actual untrue statement or alleged untrue statement or omission or alleged actual omission made or incorporated by reference in the Registration Statementsuch registration statement, the Prospectus as amended or supplementedpreliminary prospectus, any Preliminary Prospectusprospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, free writing prospectus or any such amendment or supplement of or to the foregoing, thereto solely in reliance upon and in conformity with written information furnished to the Company Buyer by any Underwriter of the First Mortgage Bonds through the Representatives expressly such Seller Indemnitee specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Seller Indemnitee, and shall survive the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time transfer of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereofsecurities by a Seller Indemnitee.